X0306 4 2020-10-16 0 0001823465 5:01 Acquisition Corp. FVAM 0001598549 Schwab Andrew J. C/O 5:01 ACQUISITION CORP. 501 SECOND STREET, SUITE 350 SAN FRANCISCO CA 94107 1 1 1 0 Co-CEO Class A Common Stock 2020-10-16 4 J 0 360000 10.00 A 360000 I See Footnote Class B Common Stock 2020-10-16 4 J 0 90000 0.00 D Class A Common Stock 90000 2210000 I See Footnote The reported Class A common stock shares were purchased as private shares by 5:01 Acquisition LLC ("Acquisition LLC") for $10.00 per share, as described under the heading "Description of Securities" in the issuer's registration statement on Form S-1 (File No. 333-249036). Consists of shares held by Acquisition LLC of which the Reporting Person is a manager. As such, the Reporting Person has voting and investment discretion and may be deemed to have beneficial ownership with respect to the shares held by Acquisition LLC. The Reporting Person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The shares of Class B common stock are automatically convertible into the issuer's shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The shares of Class B common stock are subject to forfeiture under certain circumstances relating to the Reporting Person's service on the issuer's Board of Directors. In connection with the issuer's initial public offering and the appointment of Daniella Beckman, Martin Mackay and Matthew Patterson to the issuer's Board of Directors, Acquisition LLC transferred 30,000 shares of Class B common stock to each of Daniella Beckman, Martin Mackay and Matthew Patterson. The shares of Class B common stock owned by the Acquisition LLC includes up to 300,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. /s/ Nathan Jeffries, Attorney-in-Fact 2020-10-20