XL XL Fleet Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

XL Fleet Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

9837FR 100

(CUSIP Number)

Thomas J. Hynes, III

MIT, E40-196

One Amherst Street

Cambridge, MA 02142-1352

(617) 253-8653

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 21, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

AMENDMENT NO. 1 TO SCHEDULE 13D

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Person with respect to the Common Stock of the Issuer on December 30, 2020 (the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed in the Schedule 13D.

The following Items of the Schedule 13D are hereby amended and restated as follows:

This Schedule 13D (this “Statement”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of XL Fleet Corp., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 145 Newton Street, Boston MA 02135.

(a) This Statement is being filed by Thomas J. Hynes, III (the “Reporting Person”).

(b) The business address of the Reporting Person is c/o MIT, E40-196, One Amherst Street, Cambridge, MA 02142-1352.

(c) The Reporting Person is a Senior Lecturer at the Massachusetts Institute of Technology.

(d)–(e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States of America.

6,181,461 of the Reporting Person’s shares were issued in exchange for his 8,163,690 shares of XL Hybrids, Inc. (“Legacy XL”) pursuant to the Agreement and Plan of Reorganization, dated as of September 17, 2020, by and among Pivotal Investment Corp. II (“Pivotal”), Legacy XL and PIC II Merger Sub Corp., a wholly-owned subsidiary of Pivotal (“Merger Sub”), pursuant to which Merger Sub merged with and into Legacy XL (the “Merger”), with Legacy XL surviving the merger as a wholly-owned subsidiary of Pivotal (which subsequently changed its name to “XL Fleet Corp.”). The Merger closed on December 21, 2020.

1,190,222 of the Reporting Person’s shares were issued upon the exercise of the Reporting Person’s options.

The consideration used to acquire beneficial ownership of the shares of Common Stock of the Issuer consisted solely of personal funds. Reporting Person acquired the shares in connection with the Merger and upon the exercise of options.

The information set forth in Item 3 of this Statement is incorporated herein by reference.

On March 21, 2022, the Reporting Person resigned as the Issuer’s President and from its Board of Directors and he and the Issuer entered into a separation agreement, which includes customary provisions including those regarding cooperation, non-solicitation, and a mutual release. Mr. Hynes has also agreed to chair the Issuer’s advisory board.

The Reporting Person holds the shares of Common Stock reported in this Statement for general investment purposes. The Reporting Person may, from time to time, acquire additional, or dispose of, shares of Common Stock or other securities of the Issuer, in the Reporting Person’s capacity as chair of the advisory board of the Issuer, or engage in discussions with the Issuer concerning investments in the Issuer. The Reporting Person intends to review his ownership of Common Stock on a continuing basis and, depending upon the price and availability of shares of Common Stock of the Issuer, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the him, general stock market and economic conditions, tax considerations and other factors considered relevant, the Reporting Person may decide at any time to increase or to decrease the size of his holdings of the Issuer’s securities.

(a) As of the date hereof the Reporting Person beneficially owns 7,371,683 shares of Common Stock of the Issuer, representing 5.2% of all the outstanding shares of Common Stock of the Issuer

The percentage set forth in this Item 5(a) is based on 141,409,508 shares of Common Stock outstanding as of February 25, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022.

(b) The Reporting Person may be deemed to hold sole voting and dispositive power of his 7,371,683 shares of Common Stock.

(c) Except as otherwise set forth in this Statement, no transactions in the shares of Common Stock of the Issuer have been effected by the Reporting Person in the last sixty (60) days.

(d) To the best knowledge of Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 7,371,683 shares of Common Stock reported in Item 5(a).

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: March 31, 2022