Initial Statement of Beneficial Ownership (3)
13 August 2022 - 1:16AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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Gauche Paul |
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/4/2022
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3. Issuer Name and Ticker or Trading Symbol
Heliogen, Inc. [HLGN]
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(Last)
(First)
(Middle)
C/O HELIOGEN, INC., 130 WEST UNION STREET |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Executive VP, Engineering / |
(Street)
PASADENA, CA 91103
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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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) |
Common Stock | 6336 (1) | 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. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
Stock Option (right to buy) | (2) | 12/20/2030 | Common Stock | 403321 | $0.18 | D | |
Explanation of Responses: |
(1) | These shares are represented by restricted stock units ("RSUs") granted on July 1, 2022 under Issuer's 2021 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Common Stock of the Issuer. 100% of the shares underlying the RSUs vest on January 1, 2023, subject to the Reporting Person's continuous service. |
(2) | The option for 503,321 underlying shares was granted on December 21, 2020 under Issuer's 2013 Stock Incentive Plan, which was assumed by the Issuer on December 30, 2021 from Heliogen, Inc., a Delaware corporation ("Legacy Heliogen") 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 Legacy Heliogen. 25% of the option for the underlying shares vested on October 26, 2021 and the remainder vests in 36 substantially equal monthly installments from October 26, 2021, subject to the Reporting Person's continuous service. The amount reported herein represents the unexercised and outstanding portion of such option. |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gauche Paul C/O HELIOGEN, INC. 130 WEST UNION STREET PASADENA, CA 91103 |
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| Executive VP, Engineering |
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Signatures
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/s/ Deborah Chen, Attorney-in-Fact | | 8/12/2022 |
**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 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 control number. |
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