SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Calhoun Colleen

(Last)

(First)

(Middle)

47000 LIBERTY DRIVE

(Street)

WIXOM

48393

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2022

3. Issuer Name and Ticker or Trading Symbol
XL Fleet Corp. [ XL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP / GM of XL Grid

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	29,276⁽¹⁾	D
Common Stock	190,000⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	01/04/2022⁽³⁾	01/04/2031	Common Stock	20,000	$14.54	D

Explanation of Responses:

1. The securities are in the form of restricted stock units (RSUs) that each represent a contingent right to receive one share of the issuer's common stock. As of the reporting date, 25% of the RSUs have vested. Subject to the reporting person's continued service through the vesting dates, 25% of the RSUs will vest on each of April 16, 2023, April 16, 2024 and April 16, 2025.

2. The securities are in the form of restricted stock units (RSUs) that each represent a contingent right to receive one share of the issuer's common stock. Subject to the reporting person's continued service through the vesting dates, 100% of the RSUs will vest on April 21, 2023.

3. As of the reporting date, options for 6,250 shares have vested. Options for 1,250 shares vest on each of July 4, 2022, October 4, 2022, January 4, 2023, April 4, 2023, July 4, 2023, October 4, 2023, January 4, 2024, April 4, 2024, July 4, 2024, October 4, 2024 and January 4, 2025.

	/s/ Stacey Constas, Attorney In Fact	05/10/2022
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.