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