Sec Form 4 Filing - 5:01 Acquisition LLC @ 5:01 Acquisition Corp. - 2020-10-16

FORM 4 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

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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) 10/16/2020 (Street) SAN FRANCISCO, CA94107 4. If Amendment, Date Original Filed (MM/DD/YY) 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 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 (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 ( 3 ) 10/16/2020 J( 4 ) 90,000 ( 3 ) ( 3 ) Class A Common Stock 90,000 $ 0 2,210,000 ( 5 ) D ( 2 )

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 )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.

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).

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