SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Heliogen, Inc. [ HLGN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/18/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 08/18/2022 | S | 135,501 | D | $2.4852(1) | 18,793,432 | I | See footnote(2) | ||
| Common Stock | 08/18/2022 | S | 5,455 | D | $2.4852(1) | 757,422 | I | See footnote(3) | ||
| Common Stock | 08/19/2022 | S | 100,022 | D | $2.4265(4) | 18,693,410 | I | See footnote(2) | ||
| Common Stock | 08/19/2022 | S | 4,026 | D | $2.4265(4) | 753,396 | I | See footnote(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $2.38 to $2.64. The reporting person undertakes to provide to the issuer, any stockholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| 2. Shares are held directly by NeoTribe Ventures I, L.P. ("NTV I"). NeoTribe Partners I, LLC ("NTP I") is the general partner of NTV I. Krishna Kolluri ("Kolluri") is the managing member of NTP I and therefore may be deemed to hold voting and dispositive power over the shares held by NTV I. Such managing member disclaims beneficial ownership of the shares held by NTV I except to the extent of his pecuniary interest therein. |
| 3. Shares are held directly by NeoTribe Associates I, L.P. ("NTA I"). NTP I is the general partner of NTA I. Kolluri is the managing member of NTP I and therefore may be deemed to hold voting and dispositive power over the shares held by NTA I. Such managing member disclaims beneficial ownership of the shares held by NTA I except to the extent of his pecuniary interest therein. |
| 4. Represents a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $2.37 to $2.53. The reporting person undertakes to provide to the issuer, any stockholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| NeoTribe Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member | 08/22/2022 | |
| NeoTribe Ventures I, L.P., by: NeoTribe Partners I, LLC, its general partner by: /s/ Krishna Kolluri, Managing Member | 08/22/2022 | |
| NeoTribe Associates I, L.P., by: NeoTribe Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member | 08/22/2022 | |
| /s/ Krishna Kolluri | 08/22/2022 | |
| ** 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 Number. | ||