Sec Form 4 Filing - HIPPEAU ERIC @ Lerer Hippeau Acquisition Corp. - 2021-03-09

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 HIPPEAU ERIC 2. Issuer Name and Ticker or Trading Symbol Lerer Hippeau Acquisition Corp. [ LHAA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O LERER HIPPEAU ACQUISITION CORP., 100 CROSBY STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2021 (Street) NEW YORK, NY10012 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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, $0.0001 par value per share 03/09/2021 P 45,324 ( 1 ) A $ 10 685,324 I See Footnote ( 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, $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 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HIPPEAU ERIC C/O LERER HIPPEAU ACQUISITION CORP. 100 CROSBY STREET, SUITE 201 NEW YORK, NY10012 X X Chief Executive Officer Signatures /s/ Daniel Rochkind, Attorney-in-fact 03/11/2021 Signature of Reporting Person Date

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.

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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