Statement of Changes in Beneficial Ownership (4)
01 Juli 2022 - 01:23AM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Sloss Dakin |
2. Issuer Name and Ticker or Trading
Symbol Heliogen, Inc. [ HLGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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|
(Last)
(First)
(Middle)
P.O. BOX 12829 |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/28/2022
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|
(Street)
JACKSON, WY 83002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 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 |
|
Common Stock |
6/28/2022 |
|
S |
|
770764 |
D |
$2.8162 (4) |
19159513 |
I |
See footnote (1)(3) |
|
Common Stock |
6/28/2022 |
|
S |
|
257890 |
D |
$2.8162 (4) |
6410567 |
I |
See footnote (2)(3) |
|
Common Stock |
6/29/2022 |
|
S |
|
1053084 |
D |
$2.0243 (5) |
18106429 |
I |
See footnote (1)(3) |
|
Common Stock |
6/29/2022 |
|
S |
|
352350 |
D |
$2.0243 (5) |
6058217 |
I |
See footnote (2)(3) |
|
Common Stock |
6/30/2022 |
|
S |
|
169180 |
D |
$1.9918 (6) |
17937249 |
I |
See footnote (1)(3) |
|
Common Stock |
6/30/2022 |
|
S |
|
56606 |
D |
$1.9918 (6) |
6001611 |
I |
See footnote (2)(3) |
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 |
| Explanation of
Responses: |
| (1) |
Held by Prime Movers Lab
Fund I LP ("PML"). Prime Movers Lab GP I LLC ("PML GP") is the
general partner of PML. |
| (2) |
Held by Heliogen PML SPV 1
LP ("Heliogen PML"). Prime Movers Lab GP II LLC ("PML GP II") is
the general partner of Heliogen PML. |
| (3) |
Dakin Sloss is the manager
of PML GP and PML GP II and as a result may be deemed to have or
share beneficial ownership the securities held by PML and Heliogen
PML. Mr. Sloss disclaims any beneficial ownership of the securities
reported herein for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), except to
the extent of its pecuniary interest therein. |
| (4) |
The price of $2.8162 per
share represents a weighted average of purchase prices ranging from
$2.485 to $3.13 per share. The reporting person undertakes to
provide upon request by the Commission staff, the issuer, or a
security holder of the issuer, full information regarding the
number of shares purchased or sold at each separate
price. |
| (5) |
The price of $2.0243 per
share represents a weighted average of purchase prices ranging from
$1.96 to $2.63 per share. The reporting person undertakes to
provide upon request by the Commission staff, the issuer, or a
security holder of the issuer, full information regarding the
number of shares purchased or sold at each separate
price. |
| (6) |
The price of $1.9918 per
share represents a weighted average of purchase prices ranging from
$1.86 to $2.21 per share. The reporting person undertakes to
provide upon request by the Commission staff, the issuer, or a
security holder of the issuer, full information regarding the
number of shares purchased or sold at each separate
price. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Sloss Dakin
P.O. BOX 12829
JACKSON, WY 83002 |
|
X |
|
|
Prime Movers Lab Fund I LP
P.O. BOX 12829
JACKSON, WY 83002 |
|
X |
|
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Heliogen PML SPV 1 LP
P.O. BOX 12829
JACKSON, WY 83002 |
|
X |
|
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Signatures
|
|
/s/ Taylor Frankel, Authorized Person on behalf
of the General Partner of each Reporting Person |
|
6/30/2022 |
| **Signature of Reporting
Person |
Date |
|
Dakin Sloss /s/ Taylor Frankel, Attorney- in-
fact |
|
6/30/2022 |
| **Signature of Reporting
Person |
Date |
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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). |
| 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 control number. |
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