Sec Form 3/A Filing - 5:01 Acquisition LLC @ 5:01 Acquisition Corp. - 2020-10-13

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person 5:01 Acquisition LLC 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) (Last) (First) (Middle) 501 SECOND STREET, SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2020 (Street) SAN FRANCISCO, CA94107 4. If Amendment, Date Original Filed (MM/DD/YY) 10/13/2020 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 $ 0 ( 1 ) ( 1 ) Class A Common Stock 2,300,000 ( 2 ) D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 5:01 Acquisition LLC 501 SECOND STREET, SUITE 350 SAN FRANCISCO, CA94107 X 5AM Ventures VI, L.P. 501 SECOND STREET, SUITE 350 SAN FRANCISCO, CA94107 X 5AM Partners VI, LLC 501 SECOND STREET, SUITE 350 SAN FRANCISCO, CA94107 X Signatures /s/ Nathan Jeffries, Attorney-in-Fact 10/20/2020 Signature of Reporting Person Date /s/ Nathan Jeffries, Attorney-in-Fact 10/20/2020 Signature of Reporting Person Date /s/ Nathan Jeffries, Attorney-in-Fact 10/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-249036) under the heading "Description of Securities - Founder Shares and Private Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. ( 2 )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. ( 3 )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.

Remarks: Exhibit 24 List - Power of AttorneyExhibit 24.1Exhibit 24.2Amending Form 3 to include additional reporting persons.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.