Heliogen Inc.

08/12/2022 | Press release | Distributed by Public on 08/12/2022 17:14

Initial Statement of Beneficial Ownership - Form 3

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL 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
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1. Name and Address of Reporting Person *
Lambert Andrew Alan
2. Date of Event Requiring Statement (Month/Day/Year)
2022-08-04 		3. Issuer Name and Ticker or Trading Symbol
Heliogen, Inc. [HLGN]
(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
_____ Officer (give title below) _____ Other (specify below)
Chf. Mfg. & Sply. Chain Ofc. /
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)
PASADENA CA 91103
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative Security 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lambert Andrew Alan
C/O HELIOGEN, INC.
130 WEST UNION STREET
PASADENA, CA91103

Chf. Mfg. & Sply. Chain Ofc.

Signatures

/s/ Deborah Chen, Attorney-in-Fact 2022-08-12
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) Includes 503,321 shares represented by restricted stock units ("RSUs") granted under the Issuer's 2013 Stock Incentive Plan, which was assumed by the Issuer from Heliogen, Inc., a Delaware corporation ("Legacy Heliogen") 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 Legacy Heliogen ("Business Combination Agreement"). Each RSU represents a contingent right to receive one share of the Common Stock of the Issuer. Six and one-quarter percent (6.25%) of the shares underlying the RSUs vest in quarterly installments with the first installment vested on March 15, 2022, subject to the Reporting Person's continuous service.
(2) The shares are held in a custodial account established for an immediate family member of the Reporting Person pursuant to the Uniform Transfers to Minors Act for which the Reporting Person serves as a custodian.
(3) The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(4) The option for 402,656 underlying shares was granted on March 30, 2021 under Issuer's 2013 Stock Incentive Plan, which was assumed by the Issuer on December 30, 2021 pursuant to the Business Combination Agreement, with 25% vesting on March 15, 2022 and the remainder vesting in 36 substantially equal monthly installments from March 15, 2022, subject to the Reporting Person's continuous service. The amount reported herein represents the unexercised and outstanding portion of such option.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.