SC 13G 1 e620185_sc13g-xlfleet.htm

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

NAME OF REPORTING PERSONS

Constellation NewEnergy, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

6,871,051

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

6,871,051

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*

(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

NAME OF REPORTING PERSONS

Constellation Energy Resources, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

6,871,051 (2)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

6,871,051 (2)

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*

(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

NAME OF REPORTING PERSONS

Exelon Generation Company, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Pennsylvania

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

6,871,051 (3)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

6,871,051 (3)

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*

(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

NAME OF REPORTING PERSONS

Exelon Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Pennsylvania

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

6,871,051 (4)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

6,871,051 (4)

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*

(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);