Statement of Changes in Beneficial Ownership (4)
05 Juli 2022 - 10:47PM
Edgar (US Regulatory)
FORM 4
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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
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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
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1. Name and Address of Reporting Person
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Nant Capital, LLC |
2. Issuer Name and Ticker or Trading Symbol
Heliogen, Inc.
[
HLGN
]
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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)
9922 JEFFERSON BOULEVARD ,, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/30/2021 |
(Street)
CULVER CITY, CA 90232
(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
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/30/2021 | | A | | 24646323 (1)(2) | A | $0.00 | 24646323 | D | |
Common Stock | 12/30/2021 | | A | | 1011663 (1)(3) | A | $0.00 | 1011663 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | Received on December 30, 2021 pursuant to that certain Business Combination Agreement, dated as of July 6, 2021, by and among Athena Technology Acquisition Corp., a Delaware corporation ("Athena"), HelioMax Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Athena, and Heliogen, Inc., a Delaware corporation ("Legacy Heliogen"), in exchange for Legacy Heliogen shares. |
(2) | These shares are owned by Nant Capital LLC ("Nant Capital"), who is a member of a "group" with Dr. Patrick Soon-Shiong for purposes of Section 13(d) of the Exchange Act. Additionally, California Capital Equity, LLC ("CalCap") directly owns all of the equity interests of Nant Capital and Dr. Soon-Shiong directly owns all of the equity interests of CalCap. As a result, CalCap and Dr. Soon-Shiong may be deemed to beneficially own, and share with Nant Capital the power to vote and direct the vote, and the power to dispose or direct the disposition of, the shares beneficially owned by Nant Capital. |
(3) | These shares are solely owned by Dr. Patrick Soon-Shiong, who is a member of a "group" with Nant Capital for purposes of Section 13(d) of the Exchange Act. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Nant Capital, LLC 9922 JEFFERSON BOULEVARD , CULVER CITY, CA 90232 |
| X |
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CALIFORNIA CAPITAL EQUITY, LLC C/O NANT CAPITAL LLC 9922 JEFFERSON BOULEVARD CULVER CITY, CA 90230 |
| X |
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SOON-SHIONG PATRICK C/O NANT CAPITAL LLC 9922 JEFFERSON BOULEVARD CULVER CITY, CA 90232 |
| X |
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Signatures
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/s/ Charles Kenworthy, Manager, Nant Capital LLC | | 7/5/2022 |
**Signature of Reporting Person | Date |
/s/ Charles Kenworthy, Manager, California Capital LLC | | 7/5/2022 |
**Signature of Reporting Person | Date |
s/ Patrick Soon-Shiong | | 7/5/2022 |
**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 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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