Spruce Power Holding (SPRU) Form 4 XL Fleet / Christian S. Fong ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fong Christian S.

(Last) (First) (Middle)

47000 LIBERTY DRIVE

(Street)

WIXOM MI 48393

(City) (State) (Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/09/2022		A		909,091(1)	A	$1.17	909,091	D
Common Stock	09/09/2022		F		281,320(2)	D	$1.17	627,771	D
Common Stock	09/09/2022		A		909,091(3)	A	$0.00	1,536,862	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(4)	(4)	09/09/2022		A		1,666,666		(4)	09/09/2033	Common Stock	1,666,666	$0	1,666,666	D

Explanation of Responses:

1. Under the terms of the reporting person's Employment Agreement, the securities awarded are intended to serve as a signing bonus, and are fully vested shares. Gross shares are reported, prior to taxes being withheld; see footnote (2) below.

2. The securities were withheld to pay the reporting person's tax withholding obligations with respect to the securities awarded as a signing bonus reported above.

3. The securities awarded 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, 25% of the RSUs will vest on each of September 9, 2023 and 6.25% on the last day of each subsequent calendar quarter, beginning September 30, 2023.

4. Subject to the reporting person's continued service, the RSUs will vest in increments of 10% upon the issuer's common stock achieving certain specified prices per share over 20 day consecutive trading periods, as set forth in Schedule 1 of the reporting person's Employment Agreement filed on September 15, 2022, as determined within the 30 days following each calendar quarter, with the shares distributed no later than the following March 15.

	/s/ Stacey Constas	09/13/2022
	** 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 4 (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).
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