Heliogen (HLGN) Form 4 Heliogen / WILLIAM GROSS ownership change

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^*

GROSS WILLIAM

(Last) (First) (Middle)

C/O HELIOGEN, INC. 130 WEST UNION ST

(Street)

PASADENA CA 91103

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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	09/01/2022		J		1,070,707(1)	D	$0	16,175	I	See footnote
Common Stock								414,363(2)	I	See footnote
Common Stock								1,622,612	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

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.

	/s/ William Gross	09/06/2022
	** 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).
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