SEC FORM 4

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^*

HH&L Investment Co.

(Last)

(First)

(Middle)

C/O SUITE 3508, ONE EXCHANGE SQUARE

8 CONNAUGHT PLACE, CENTRAL

(Street)

HONG KONG

00000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HH&L Acquisition Co. [ HHLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2021

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)

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 Ordinary Shares, par value $0.0001 per share	⁽²⁾	05/19/2021		J⁽³⁾			22,000	⁽²⁾	⁽²⁾	Class A Ordinary Shares	22,000⁽³⁾	$0.00	10,262,000	I⁽¹⁾⁽²⁾⁽⁴⁾	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾

Explanation of Responses:

1. This form is being filed by HH&L Investment Co. (the "Reporting Person"). The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such pecuniary interest therein, if any.

2. The Class B ordinary shares, par value $0.0001 per share (the "Class B Shares") of HH&L Acquisition Co. (the "Issuer") have no expiration date and are convertible into Class A ordinary shares, par value $0.0001 per share of the Issuer, on a one-for-one basis (subject to certain adjustments, including for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other transaction) concurrently with or immediately following the consummation of the Issuer's business combination, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1/A (File No. 333-252254) filed with the Securities and Exchange Commission on February 1, 2021.

3. On May 19, 2020, the Reporting Person transferred 22,000 Class B Shares to Skyview Enterprises Limited, an affiliate of director Derek Nelsen Sulger, in consideration of Derek Nelsen Sulger's agreement to serve as a director on the Issuer's board of directors.

4. Reflects Class B Shares held by HH&L Investment Co. (the "Sponsor").

	/s/ Qi Li, Authorized Signatory for HH&L Investment Co.	05/19/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4 filed by HH&L Investment Co.