Sec Form 4 Filing - HH&L Investment Co. @ HH&L Acquisition Co. - 2021-05-19

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 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) 05/19/2021 (Street) HONG KONG, K300000 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

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, par value $0.0001 per share ( 2 ) 05/19/2021 J( 3 ) 22,000 ( 2 ) ( 2 ) Class A Ordinary Shares 22,000 ( 3 ) $ 0 10,262,000 I ( 1 ) ( 2 ) ( 4 ) See footnotes ( 1 ) ( 2 ) ( 4 )

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 Signatures /s/ Qi Li, Authorized Signatory for HH&L Investment Co. 05/19/2021 Signature of Reporting Person Date

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").

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).

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