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 *

GROSS WILLIAM
2. Issuer Name and Ticker or Trading Symbol

Heliogen, Inc. [ HLGN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last)          (First)          (Middle)

C/O HELIOGEN, INC. 130 WEST UNION ST
3. Date of Earliest Transaction (MM/DD/YYYY)

9/1/2022
(Street)

PASADENA, CA 91103
(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
Common Stock 9/1/2022  J  1070707 (1)D$0 16175 I See footnote 
Common Stock         414363 (2)I See footnote 
Common Stock         1622612 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The securities are held directly by Idealab Studio, LLC ("Idealab Studio"). Mr. Gross is the Chairman and Chief Executive Officer of Idealab Studio. In addition, Mr. Gross is co-Trustee of The Gross Goodstein Living Trust dated April 18, 2006 (the "Trust"), which owns a majority of the class of securities entitled to elect two directors to Idealab Studio's board of managers. As a result of the foregoing, Mr. Gross may be deemed to beneficially own the securities held by Idealab Studio. Mr. Gross disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(2) The securities are held directly by the Trust. Reflects the receipt of securities from a pro rata, in-kind distribution from Idealab Studio to its members, including the Trust, for no additional consideration, and the receipt of such shares was exempt from reporting pursuant to Rule 16a-9 of the Securities Exchange Act of 1934, as amended. Mr. Gross, together with his wife, is co-Trustee of the Trust and may be deemed to beneficially own the securities held by the Trust. Mr. Gross disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GROSS WILLIAM
C/O HELIOGEN, INC. 130 WEST UNION ST
PASADENA, CA 91103
X
CHIEF EXECUTIVE OFFICER

Signatures
/s/ William Gross9/6/2022
**Signature of Reporting PersonDate


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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