SEC Form 4 filed

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
	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* Frodl Debora M. (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

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
Stock Option (right to buy)	$0.24	12/21/2020		A		381,874		(1)	05/07/2028	Common Stock	381,874	(4)	381,874	D
Stock Option (right to buy)	$0.24	12/21/2020		A		75,719		(2)	05/15/2029	Common Stock	75,719	(5)	75,719	D
Stock Option (right to buy)	$0.24	12/21/2020		A		75,719		(3)	06/13/2029	Common Stock	75,719	(5)	75,719	D

Explanation of Responses:

1. The shares underlying this option vest in 48 equal monthly installments starting on May 7, 2018.

2. The shares underlying this option vest in 48 equal monthly installments starting on March 19, 2019.

3. 25% of the shares underlying this option vest 12 months from June 13, 2019 and the remaining vest in 36 equal monthly installments thereafter, subject to the Ms. Frodl's continued service through the applicable vesting dates.

4. Received pursuant to the Agreement and Plan of Reorganization, dated as of September 17, 2020, 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., a Delaware corporation ("Legacy XL"), pursuant to which Merger Sub merged with and into Legacy XL (the "Merger"), with Legacy XL surviving as a wholly-owned subsidiary of Pivotal (which subsequently changed its name to "XL Fleet Corp.", the "Issuer"), in exchange for a stock option to acquire 504,331 shares of Legacy XL common stock for $0.18 per share.

5. Received in the Merger in exchange for a stock option to acquire 100,000 shares of Legacy XL common stock for $0.18 per share.

Remarks:

	/s/ Jenna Stewart, Attorney-in-Fact	12/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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