(Amendment No. ) *
* 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.
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9837FR100
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13G
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Page 2 of 10 Pages
|
1.
|
NAME OF REPORTING PERSONS
Constellation NewEnergy, Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
6,871,051
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051
|
|
9.
|
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*
CO
|
(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.
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9837FR100
|
13G
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Page 3 of 10 Pages
|
1.
|
NAME OF REPORTING PERSONS
Constellation Energy Resources, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
6,871,051 (2)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051 (2)
|
|
9.
|
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*
OO
|
(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.
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9837FR100
|
13G
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Page 4 of 10 Pages
|
1.
|
NAME OF REPORTING PERSONS
Exelon Generation Company, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
6,871,051 (3)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051 (3)
|
|
9.
|
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*
OO
|
(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.
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9837FR100
|
13G
|
Page 5 of 10 Pages
|
1.
|
NAME OF REPORTING PERSONS
Exelon Corporation
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
6,871,051 (4)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051 (4)
|
|
9.
|
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*
CO
|
(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.
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9837FR100
|
13G
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Page 6 of 10 Pages
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Item 1(a).
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Name of Issuer:
|
|
|
|
XL Fleet Corp.
|
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
|
|
|
145
Newton Street,
Boston MA 02135
|
|
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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
|
|
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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
|
|
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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.
|
|
|
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(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
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CUSIP No.
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9837FR100
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13G
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Page 7 of 10 Pages
|
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|
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(d)
|
☐
|
Investment company registered under Section 8 of the
Investment Company Act.
|
|
|
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(e)
|
☐
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
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(f)
|
☐
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
|
|
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(g)
|
☐
|
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
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|
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(h)
|
☐
|
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
|
|
|
|
(i)
|
☐
|
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
|
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(j)
|
☐
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
|
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(k)
|
☐
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Item 4. Ownership.
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned**:
|
Constellation NewEnergy, Inc.
– 6,871,051 shares
Constellation Energy Resources,
LLC – 6,871,051 shares
Exelon Generation Company, LLC
– 6,871,051 shares
Exelon Corporation – 6,871,051 shares
Constellation NewEnergy, Inc.
– 5.3%
Constellation Energy Resources,
LLC – 5.3%
Exelon Generation Company, LLC
– 5.3%
Exelon Corporation – 5.3%
|
(c)
|
Number of shares as to which such person has**:
|
|
(i)
|
Sole power to vote or to direct the vote
|
Constellation NewEnergy, Inc.
– 0 shares
Constellation Energy Resources,
LLC – 0 shares
Exelon Generation Company, LLC
– 0 shares
Exelon Corporation – 0 shares
CUSIP No.
|
9837FR100
|
13G
|
Page 8 of 10 Pages
|
|
(ii)
|
Shared power to vote or to direct the vote
|
Constellation NewEnergy, Inc.
– 6,871,051 shares
Constellation Energy Resources,
LLC – 6,871,051 shares
Exelon Generation Company, LLC
– 6,871,051 shares
Exelon Corporation – 6,871,051 shares
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
Constellation NewEnergy, Inc.
– 0 shares
Constellation Energy Resources,
LLC – 0 shares
Exelon Generation Company, LLC
– 0 shares
Exelon Corporation – 0 shares
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
Constellation NewEnergy, Inc.
– 6,871,051 shares
Constellation Energy Resources,
LLC – 6,871,051 shares
Exelon Generation Company, LLC
– 6,871,051 shares
Exelon Corporation – 6,871,051 shares
**See footnote on cover page hereto, which
is incorporated by reference herein.
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.
|
|
|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund
is not required.
|
|
|
|
N/A
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
If a parent holding
company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the
relevant subsidiary.
|
|
|
|
N/A
|
CUSIP No.
|
9837FR100
|
13G
|
Page 9 of 10 Pages
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
If a group has filed
this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d),
attach an exhibit stating the identity of each member of the group.
|
|
|
|
See Exhibit B
|
|
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Item 9.
|
Notice of Dissolution of Group.
|
|
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.
See Item 5.
|
|
|
|
N/A
|
|
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Item 10.
|
Certifications.
|
|
|
"By
signing below I certify that, to the best of my 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, other than
activities solely in connection with a nomination under § 240.14a-11."
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CUSIP No.
|
9837FR100
|
13G
|
Page 10 of 10 Pages
|
SIGNATURE
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.
CONSTELLATION NEWENERGY, INC.
By: /s/ Brian J. Buck
Name: Brian J. Buck
Title: Assistant Secretary
CONSTELLATION ENERGY RESOURCES, LLC
By: /s/ Brian J. Buck
Name: Brian J. Buck
Title: Assistant Secretary
EXELON GENERATION COMPANY, LLC
By: /s/ Brian J. Buck
Name: Brian J. Buck
Title: Assistant Secretary
EXELON CORPORATION
By: /s/ Brian J. Buck
Name: Brian J. Buck
Title: Assistant Secretary
Date: December 31, 2020