0000899243-20-035037.txt : 20201223 0000899243-20-035037.hdr.sgml : 20201223 20201223180118 ACCESSION NUMBER: 0000899243-20-035037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201221 FILED AS OF DATE: 20201223 DATE AS OF CHANGE: 20201223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEDECKY JONATHAN J CENTRAL INDEX KEY: 0001008382 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38971 FILM NUMBER: 201413838 MAIL ADDRESS: STREET 1: C/O THE LEDECKY FOUNDATION STREET 2: 901 - 15TH STREET, NW, SUITE 950 CITY: WASHINGTON STATE: DC ZIP: 20005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: XL Fleet Corp. CENTRAL INDEX KEY: 0001772720 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 834109918 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 145 NEWTON STREET CITY: BOSTON STATE: MA ZIP: 02135 BUSINESS PHONE: 6177180329 MAIL ADDRESS: STREET 1: 145 NEWTON STREET CITY: BOSTON STATE: MA ZIP: 02135 FORMER COMPANY: FORMER CONFORMED NAME: Pivotal Investment Corp II DATE OF NAME CHANGE: 20190403 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-12-21 0 0001772720 XL Fleet Corp. XL 0001008382 LEDECKY JONATHAN J C/O XL FLEET CORP. 145 NEWTON STREET BOSTON MA 02135 1 0 0 0 Common Stock 2020-12-21 4 C 0 5500000 A 5500000 I By Pivotal Investment Holdings II LLC Class B Common Stock 2020-12-21 4 C 0 5500000 D Class A Common Stock 5500000 0 I By Pivotal Investment Holdings II LLC Warrants 11.50 2020-12-21 4 C 0 4233333 A Common Stock 4233333 4233333 I By Pivotal Investment Holdings II LLC 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"). 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 Ironbound Partners Fund, LLC ("Ironbound"), an affiliate of Mr. Ledecky (a director of the Issuer), is a managing member. Notwithstanding their dispositive and voting control over such Sponsor Shares, each of Mr. Ledecky and Ironbound disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of his or its pecuniary interest therein. 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. 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. The warrants will become exercisable 30 days after the completion of the Business Combination. 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. Includes 4,233,333 shares of Common Stock issuable upon the exercise of warrants owned directly by the Sponsor, of which Ironbound, an affiliate of Mr. Ledecky (a director of the Issuer), is a managing member. Notwithstanding their dispositive and voting control over such warrants, each of Mr. Ledecky and Ironbound disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of his or its pecuniary interest therein. /s/ Jonathan Ledecky 2020-12-23