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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/26/2024 |
3. Issuer Name and Ticker or Trading Symbol
Heliogen, Inc. [ HLGN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 11,488(1)(2)(3)(4) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Explanation of Responses: |
| 1. Includes 7,857 shares of restricted stock units ("RSUs") granted on November 2, 2022 under Issuer's 2021 Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the common stock of the Issuer. 714 of the shares underlying the RSUs vest quarterly on each March 15, June 15, September 15 and December 15 following the date of this statement so that the RSUs are fully vested as of September 15, 2026, subject to the Reporting Person's continuous service. |
| 2. Includes 87 shares of RSUs granted on March 1, 2023 under the Plan. Each RSU represents a contingent right to receive one share of the common stock of the Issuer. The shares underlying the RSUs vest on March 1, 2024, subject to the Reporting Person's continuous service. |
| 3. Includes 1,057 shares of RSUs granted on June 1, 2023 under the Plan. Each RSU represents a contingent right to receive one share of the common stock of the Issuer. 81 of the shares underlying the RSUs vest quarterly on each March 15, June 15, September 15 and December 15 following the date of this statement so that the RSUs are fully vested as of March 15, 2027, subject to the Reporting Person's continuous service. |
| 4. Consists of 2,487 shares of common stock of the Issuer received from previously vested RSUs, net of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement. The sales were mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction. |
| /s/ Deborah Chen, Attorney-in-Fact | 02/05/2024 | |
| ** 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). | ||
| 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. | ||