SEC FORM 4

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^*

LHAC Sponsor LLC

(Last)

(First)

(Middle)

100 CROSBY STREET, SUITE 201

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lerer Hippeau Acquisition Corp. [ LHAA ]

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)
03/09/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock, $0.0001 par value per share	03/09/2021		P		45,324⁽¹⁾	A	$10	685,324⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock, $0.0001 par value per share	⁽³⁾	03/09/2021		J⁽⁴⁾			183,454	⁽³⁾	⁽³⁾	Class A common stock, $0.0001 par value per share	183,454	⁽⁴⁾	5,566,546	D

Explanation of Responses:

1. Additional shares of Class A common stock, par value $0.0001 per share, purchased by the reporting person in a private placement concurrently with the issuer's initial public offering, in connection with the underwriters' partial exercise of its over-allotment option.

2. The shares are held directly by the issuer's sponsor, LHAC Sponsor LLC (the "Sponsor"). The managing member of the Sponsor is KEB II LLC, the members of which are Eric Hippeau, Kenneth Lerer and Benjamin Lerer. Each of Mssrs. Hippeau, Lerer and Lerer have joint voting and dispositive power over the shares held by the Sponsor and disclaim beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest.

3. As described in the issuer's registration statement on Form S-1 (File No. 333-253066) under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, of the issuer will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments, and have no expiration date.

4. Reflects the cancellation by the issuer of 183,454 shares of Class B common stock, $0.0001 par value per share, which were automatically surrendered to the issuer for no consideration by the reporting person pursuant to contractual arrangements with the issuer, triggered by the election by the underwriters of the issuer's initial public offering to partially exercise their option to purchase additional shares and surrender their right to purchase the remainder of the option shares.

	/s/ Daniel Rochkind, Attorney-in-fact	03/11/2021
	** 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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