SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Lerer Benjamin

(Last)

(First)

(Middle)

C/O LERER HIPPEAU ACQUISITION CORP.

100 CROSBY STREET, SUITE 201

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2021

3. Issuer Name and Ticker or Trading Symbol
Lerer Hippeau Acquisition Corp. [ LHAA ]

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

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

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

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 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)
Class A common stock, $0.0001 par value per share	640,000⁽¹⁾	I	See Footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B common stock, $0.0001 par value per share	⁽³⁾	⁽³⁾	Class A common stock, $0.0001 par value per share	5,750,000	⁽³⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. Shares of Class A common stock purchased by the reporting person in a private placement concurrently with the issuer's initial public offering.

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. Includes 750,000 shares of Class B common stock that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional shares of Class A common stock.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Daniel Rochkind, Attorney-in-fact	03/04/2021
	** Signature of Reporting Person	Date
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 5 (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.