Kenneth W Hitchner Form 3 HH&L Acquisition / Qi Li ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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.

(Last) (First) (Middle)

C/O SUITE 3508, ONE EXCHANGE SQUARE, 8

CONNAUGHT PLACE, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2021

3. Issuer Name and Ticker or Trading Symbol
HH&L Acquisition Co. [ HHLA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares(1)	10,284,000(2)	(1)	I	See footnotes(1)(2)(3)

1. Name and Address of Reporting Person^*

HH&L Investment Co.

(Last) (First) (Middle)

C/O SUITE 3508, ONE EXCHANGE SQUARE, 8

CONNAUGHT PLACE, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Li Qi

(Last) (First) (Middle)

C/O SUITE 3508, ONE EXCHANGE SQUARE, 8

CONNAUGHT PLACE, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hitchner Kenneth W

(Last) (First) (Middle)

C/O SUITE 3508, ONE EXCHANGE SQUARE, 8

CONNAUGHT PLACE, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

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

	/s/ HH&L Investment Co., By: /s/ Qi Li, Director	02/05/2021
	/s/ Qi Li	02/05/2021
	/s/ Kenneth W. Hitchner	02/05/2021
	** Signature of Reporting Person	Date
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