FVAM 501 Acquisition Corp

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 OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Schwab Andrew J.	2. Issuer Name and Ticker or Trading Symbol 5:01 Acquisition Corp. [ FVAM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Co-CEO
(Last)          (First)          (Middle) C/O 5:01 ACQUISITION CORP., 501 SECOND STREET, SUITE 350	3. Date of Earliest Transaction (MM/DD/YYYY) 11/17/2020
(Street) SAN FRANCISCO, CA 94107 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	(1)	11/17/2020		J (2)			30000	(1)	(1)	Class A Common Stock	30000	$0.00	2180000 (3)	I	See Footnote (4)

Explanation of Responses:
(1)	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.
(2)	In connection with the issuer's appointment of Samantha L. Singer to the issuer's Board of Directors, 5:01 Acquisition LLC transferred 30,000 shares of Class B common stock to Samantha L. Singer.
(3)	The shares of Class B common stock owned by 5:01 Acquisition LLC includes up to 235,932 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.
(4)	Consists of shares held by 5:01 Acquisition LLC of which the Reporting Person is a manager. As such, the Reporting Person has voting and investment discretion and may be deemed to have beneficial ownership with respect to the shares held by 5:01 Acquisition LLC. The Reporting Person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Schwab Andrew J. C/O 5:01 ACQUISITION CORP. 501 SECOND STREET, SUITE 350 SAN FRANCISCO, CA 94107	X	X	Co-CEO

Signatures
/s/ Nathan Jeffries, Attorney-in-Fact		11/18/2020
**Signature of Reporting Person		Date