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*
5:01 Acquisition LLC

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5:01 Acquisition Corp. [ FVAM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class A Common Stock 10/16/2020 J(1) 360,000 A $10 360,000 D(2)
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
Class B Common Stock (3) 10/16/2020 J(4) 90,000 (3) (3) Class A Common Stock 90,000 $0.00 2,210,000(5) D(2)
1. Name and Address of Reporting Person*
5:01 Acquisition LLC

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
5AM Ventures VI, L.P.

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
5AM Partners VI, LLC

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The reported Class A common stock shares were purchased as private shares by the Reporting Person (the "Sponsor") 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).
2. 5AM Partners VI, LLC is the general partner of 5AM Ventures VI, L.P., the sole member of the Reporting Person, and may be deemed to have sole investment and voting power over the shares held by the Reporting Person.
3. The shares of Class B common stock are convertible into shares of the issuer's Class A common stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
4. 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, the Reporting Person transferred 30,000 shares of Class B common stock to each of Daniella Beckman, Martin Mackay and Matthew Patterson.
5. The shares of Class B common stock owned by the Reporting Person 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.
Remarks:
/s/ Nathan Jeffries, Attorney-in-Fact 10/20/2020
/s/ Nathan Jeffries, Attorney-in-Fact 10/20/2020
/s/ Nathan Jeffries, Attorney-in-Fact 10/20/2020
** 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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