SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
 Â	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Griffin Kevin (Last) (First) (Middle) C/O XL FLEET CORP. 145 NEWTON STREET (Street) BOSTON MA 02135 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol XL Fleet Corp. [ XL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	12/21/2020		C(1)		5,500,000	A	(1)	5,500,000	I	By Pivotal Investment Holdings II LLC(2)
Common Stock(1)	12/21/2020		A(3)		630,000	A	(3)	630,000	I	By MGG Investment Group, LP(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(5)	(5)	12/21/2020		C(5)			5,500,000	(5)	(5)	Class A Common Stock	5,500,000	(5)	0	I	By Pivotal Investment Holdings II LLC(2)
Warrants(6)	$11.5	12/21/2020		C(6)		4,233,333		(7)	(8)	Common Stock	4,233,333	(6)	4,233,333	I	By Pivotal Investment Holdings II LLC(9)

Explanation of Responses:

1. In connection with the consummation of the business combination (the "Business Combination") and pursuant to the Agreement and Plan of Reorganization, dated as of September 17, 2020 (the "Merger Agreement"), by and among Pivotal Investment Corporation II ("Pivotal"), PIC II Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pivotal ("Merger Sub"), and XL Hybrids, Inc. ("Legacy XL"), pursuant to which Merger Sub merged with and into Legacy XL, with Legacy XL surviving as a wholly-owned subsidiary of Pivotal (which subsequently changed its name to "XL Fleet Corp.", the "Issuer"), each share of Pivotal Class A common stock ("Pivotal Class A Common Stock") was automatically converted on a one-for-one basis, into the Issuer's common stock (the "Common Stock").

2. Includes 5,500,000 shares ("Sponsor Shares") owned directly by Pivotal Investment Holdings II LLC, a Delaware limited liability company and the sponsor of the Issuer (the "Sponsor"), of which Pivotal Spac Funding II LLC ("Spac Funding II"), of which Mr. Griffin (a director of the Issuer) is the Chief Executive Officer and Chief Investment Officer, is a managing member. Notwithstanding their dispositive and voting control over such Sponsor Shares, each of Mr. Griffin and Spac Funding II disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of his or its pecuniary interest therein.

3. In connection with the consummation of the Business Combination, certain affiliates of MGG Investment Group, LP, a Delaware limited partnership ("MGG"), acquired, at $10.00 per share, an aggregate of 630,000 shares of Common Stock in a private placement pursuant to subscription agreements, dated as of September 17, 2020, by and among Pivotal and certain investors party thereto, as amended or supplemented.

4. Includes 630,000 shares of Common Stock ("MGG Shares") in the aggregate owned directly by certain affiliates of MGG, an affiliate of Spac Funding II, of which Mr. Griffin (a director of the Issuer) is the Chief Executive Officer and Chief Investment Officer. Notwithstanding their dispositive and voting control over such MGG Shares, each of Mr. Griffin and Spac Funding II disclaim beneficial ownership of the securities held by MGG, except to the extent of his or its pecuniary interest therein.

5. The shares of Pivotal Class B common stock automatically converted into shares of Pivotal Class A Common Stock at the time of the Business Combination on a one-for-one basis. Upon the closing of the Business Combination, pursuant to the Merger Agreement, such shares were converted into shares of Common Stock on a one-for-one basis.

6. In connection with the Business Combination and pursuant to the Merger Agreement, each warrant to purchase Pivotal Class A Common Stock was automatically converted to a warrant to purchase Common Stock.

7. The warrants will become exercisable 30 days after the completion of the Business Combination.

8. The warrants will expire at 5:00 pm New York City time on the fifth anniversary of the completion of the Business Combination, or earlier upon redemption or liquidation.

9. Includes 4,233,333 shares of Common Stock issuable upon the exercise of warrants owned directly by the Sponsor, of which Spac Funding II, an affiliate of Mr. Griffin (a director of the Issuer), is a managing member. Notwithstanding their dispositive and voting control over such warrants, each of Mr. Griffin and Spac Funding II disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of his or its pecuniary interest therein.

Remarks:

	/s/ Kevin Griffin	12/23/2020
	** Signature of Reporting Person	Date
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