Heliogen (HLGN) Form 3 Heliogen / Paul Gauche ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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^*

Gauche Paul

(Last) (First) (Middle)

C/O HELIOGEN, INC.

130 WEST UNION STREET

(Street)

PASADENA CA 91103

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2022

3. Issuer Name and Ticker or Trading Symbol
Heliogen, Inc. [ HLGN ]

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

5. 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 Beneficially Owned
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	6,336(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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	403,321	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

	/s/ Deborah Chen, Attorney-in-Fact	08/12/2022
	** 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).
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