Sec Form 3 Filing - HH&L Investment Co. @ HH&L Acquisition Co. - 2021-02-04

FORM 3 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 HH&L Investment Co. 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) (Last) (First) (Middle) C/O SUITE 3508, ONE EXCHANGE SQUARE, 8, CONNAUGHT PLACE, CENTRAL 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2021 (Street) HONG KONG, K300000 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

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 Ordinary Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares ( 1 ) 10,284,000 ( 2 ) I See footnotes ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HH&L Investment Co. C/O SUITE 3508, ONE EXCHANGE SQUARE, 8 CONNAUGHT PLACE, CENTRAL HONG KONG, K300000 X X Li Qi C/O SUITE 3508, ONE EXCHANGE SQUARE, 8 CONNAUGHT PLACE, CENTRAL HONG KONG, K300000 X Hitchner Kenneth W C/O SUITE 3508, ONE EXCHANGE SQUARE, 8 CONNAUGHT PLACE, CENTRAL HONG KONG, K300000 X Signatures /s/ HH&L Investment Co., By: /s/ Qi Li, Director 02/05/2021 Signature of Reporting Person Date /s/ Qi Li 02/05/2021 Signature of Reporting Person Date /s/ Kenneth W. Hitchner 02/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B Ordinary Shares of the Issuer ("Class B Shares") will automatically convert into Class A Ordinary Shares of the Issuer ("Class A Shares") on a one-for-one basis (subject to certain adjustments, including for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other transactions) concurrently with or immediately following the consummation of the Issuer's initial business combination, as described in the section entitled "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. The Class B Shares have no expiration date. ( 2 )Reflects Class B Shares held by HH&L Investment Co. (the "Sponsor"). Certain actions of the Sponsor (including voting and dispositive decisions) with respect to the reported securities require the approval of two or more of the three shareholders of the Sponsor - Fenglei Fang, Qi Li and Kenneth W. Hitchner . Each of Messrs. Li and Hitchner are also members of the Issuer's Board of Directors. Mr. Fang is also the chairman of the Issuer's advisory board. ( 3 )Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Therefore, none of Messrs. Fang, Li or Hitchner exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he holds any direct or indirect pecuniary interest. Accordingly, none of them are be deemed to have or share beneficial ownership over the reported securities, and the filing of this Form 3 shall not be deemed an admission that any of Messrs. Li or Hitchner have or share beneficial ownership over the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

Remarks: Exhibit 99 - Joint Filer 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).

** 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.