SPRUCE POWER HOLDING CORP — Director's Dealing 2021

May 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XL Fleet Corp. (XL)
CIK: 0001772720
Period of Report: 2021-05-26

Reporting Person: Griffin Kevin (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-26	Common Stock	A	11013	$0.00	Acquired	13218	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-26	Stock Option (right to buy)	$6.81	A	17815	Acquired	2031-05-26	Common Stock (17815)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5500000	Indirect
Common Stock	630000	Indirect

Footnotes

F1: The securities awarded are in the form of restricted stock units issued pursuant to the issuer's 2020 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of issuer common stock. Subject to the reporting person's continued service through the vesting date, the restricted stock units shall become fully vested on the first anniversary of May 26, 2021.

F2: 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 Pivotal Spac Funding II LLC ("Spac Funding II"), of which Mr. Griffin (a director of the issuer) is the Chief Executive Officer and Chief Investment Officer, is a managing member. Notwithstanding their dispositive and voting control over such Sponsor Shares, each of Mr. Griffin and Spac Funding II disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of his or its pecuniary interest therein.

F3: Includes 630,000 shares of the issuer's common stock ("MGG Shares") in the aggregate owned directly by certain affiliates of MGG Investment Group, LP, a Delaware limited partnership ("MGG"), an affiliate of Spac Funding II, of which Mr. Griffin (a director of the issuer) is the Chief Executive Officer and Chief Investment Officer. Notwithstanding their dispositive and voting control over such MGG Shares, each of Mr. Griffin and Spac Funding II disclaim beneficial ownership of the securities held by MGG, except to the extent of his or its pecuniary interest therein.

F4: The shares underlying this option shall become fully vested on the first anniversary of May 26, 2021, subject to the reporting person's continued service through the vesting date.