SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ) *
XL Fleet Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
9837FR100
(CUSIP Number)
December 21, 2020
(Date of Event Which Requires Filing of this Statement)
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
(Page 1 of 10 Pages)
____________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 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).
| CUSIP No. | 9837FR100 | 13G | Page 2 of 10 Pages |
| 1. |
NAME OF REPORTING PERSONS
Constellation NewEnergy, Inc. | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
6,871,051 |
||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051 |
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,871,051 | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% (1) | ||
| 12. |
TYPE OF REPORTING PERSON*
CO | ||
(1) Based on approximately 129,996,978 shares of the Issuer’s common stock outstanding as of December 21, 2020, as reported by the Issuer in its Form 8-K filed on December 23, 2020.
| CUSIP No. | 9837FR100 | 13G | Page 3 of 10 Pages |
| 1. |
NAME OF REPORTING PERSONS
Constellation Energy Resources, LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
6,871,051 (2) |
||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051 (2) |
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,871,051 (2) | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% (1) | ||
| 12. |
TYPE OF REPORTING PERSON*
OO | ||
(2) Comprised of shares of common stock held by Constellation NewEnergy, Inc. Constellation Energy Resources, LLC may be deemed to have beneficial ownership of such shares as the sole equityholder of Constellation NewEnergy, Inc.
| CUSIP No. | 9837FR100 | 13G | Page 4 of 10 Pages |
| 1. |
NAME OF REPORTING PERSONS
Exelon Generation Company, LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
6,871,051 (3) |
||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051 (3) |
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,871,051 (3) | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% (1) | ||
| 12. |
TYPE OF REPORTING PERSON*
OO | ||
(3) Comprised of shares of common stock held by Constellation NewEnergy, Inc. Exelon Generation Company, LLC may be deemed to have beneficial ownership of such shares as the sole equityholder of Constellation Energy Resources, LLC. Constellation Energy Resources, LLC is the sole equityholder of Constellation NewEnergy, Inc.
| CUSIP No. | 9837FR100 | 13G | Page 5 of 10 Pages |
| 1. |
NAME OF REPORTING PERSONS
Exelon Corporation | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
|
| 6. |
SHARED VOTING POWER
6,871,051 (4) |
||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051 (4) |
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,871,051 (4) | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% (1) | ||
| 12. |
TYPE OF REPORTING PERSON*
CO | ||
(4) Comprised of shares of common stock held by Constellation NewEnergy, Inc. Exelon Corporation may be deemed to have beneficial ownership of such shares as the sole equityholder of Exelon Generation Company, LLC. Exelon Generation Company, LLC is the sole equityholder of Constellation Energy Resources, LLC, which is the sole equityholder of Constellation NewEnergy, Inc.
| CUSIP No. | 9837FR100 | 13G | Page 6 of 10 Pages |
| Item 1(a). | Name of Issuer: | |
XL Fleet Corp. | ||
| Item 1(b). | Address of Issuer's Principal Executive Offices: | |
145 Newton Street, Boston MA 02135 | ||
| Item 2(a). | Name of Person Filing: | |
Constellation NewEnergy, Inc., Constellation Energy Resources, LLC, Exelon Generation Company, LLC and Exelon Corporation | ||
| Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
Constellation NewEnergy, Inc. – 1310 Point Street, 8th Floor, Baltimore, MD 21231 Constellation Energy Resources, LLC – 1310 Point Street, 8th Floor, Baltimore, MD 21231 Exelon Generation Company, LLC – 300 Exelon Way, Kennett Square, PA 19348; and Exelon Corporation – 10 South Dearborn Street, P.O. Box 805379, Chicago, IL 60680 |
||
| Item 2(c). | Citizenship: | |
Constellation NewEnergy, Inc. – Delaware corporation; Constellation Energy Resources, LLC – Delaware limited liability company; Exelon Generation Company, LLC – Pennsylvania limited liability company; and Exelon Corporation – Pennsylvania corporation |
||
| Item 2(d). | Title of Class of Securities: | |
Common Stock, par value $0.0001 per share | ||
| Item 2(e). | CUSIP Number: | |
9837FR100 | ||
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| CUSIP No. | 9837FR100 | 13G | Page 7 of 10 Pages |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act. |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |