Spruce Power Holding (SPRU) SC 13G XL Fleet / Davis James S. ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

(Amendment No.    )*

XL FLEET CORP.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

9837FR 100

(CUSIP Number)

December 21, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*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 purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) 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: 9837FR 100

(1)	Names of Reporting Persons   James S. Davis
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
(3)	SEC Use Only
(4)	Citizenship or Place of Organization   United States

Number of Shares   Beneficially   Owned by Each Reporting Person With	(5)	Sole Voting Power   12,500,803 shares of Common Stock
	(6)	Shared Voting Power   0
	(7)	Sole Dispositive Power   12,500,803 shares of Common Stock
	(8)	Shared Dispositive Power   0

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person   12,500,803 shares of Common Stock
(10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
(11)	Percent of Class Represented by Amount in Row (9)   9.6% (1)
(12)	Type of Reporting Person (See Instructions)   IN

(1) Based on approximately 129,996,978 shares of the Issuer’s common stock outstanding as of December 21, 2020.

CUSIP No: 9837FR 100

Item 1.

(a) Name of Issuer

XL Fleet Corp. (the “Company”)

(b) Address of Issuer’s Principal Executive Offices

145 Newton Street, Boston MA 02135

Item 2 (a). James S. Davis

Item 2 (b). c/o XL Fleet Corp.

145 Newton Street, Boston MA 02135

Item 2 (c). James S. Davis, an individual, is a citizen of the United States of America

Item 2 (d) Title of Class of Securities

Common Stock, par value $0.0001 per share

Item 2 (e) CUSIP Number

9837FR 100

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4. Ownership

As of the date of the event which requires filing of this statement, James S. Davis held 12,500,803 shares of Common Stock, representing 9.6% of the outstanding common stock of the Issuer.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 29, 2020

/s/ James S. Davis

James S. Davis