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*
Sloss Dakin

(Last) (First) (Middle)
P.O. BOX 12829

(Street)
JACKSON WY 83002

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/30/2022
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 06/28/2022 S(1) 1,028,654 D $2.8162(5) 18,901,623 I See footnote(2)(4)
Common Stock 06/29/2022 S(1) 1,405,434 D $2.0243(6) 17,496,189 I See footnote(2)(4)
Common Stock 06/30/2022 S(1) 225,786 D $1.9918(7) 17,270,403 I See footnote(2)(4)
Common Stock 6,668,457 I See footnote(3)(4)
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
1. Name and Address of Reporting Person*
Sloss Dakin

(Last) (First) (Middle)
P.O. BOX 12829

(Street)
JACKSON WY 83002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Prime Movers Lab Fund I LP

(Last) (First) (Middle)
P.O. BOX 12829

(Street)
JACKSON WY 83002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Heliogen PML SPV 1 LP

(Last) (First) (Middle)
P.O. BOX 12829

(Street)
JACKSON WY 83002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Prime Movers Lab GP I LLC

(Last) (First) (Middle)
P.O. BOX 12829

(Street)
JACKSON WY 83002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Prime Movers Lab GP II LLC

(Last) (First) (Middle)
P.O. BOX 12829

(Street)
JACKSON WY 83002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This amendment is filed solely to correct the source of the shares reported as sold and to correct a technical error that caused the omission of Prime Movers Lab GP I LLC ("PML GP") and Prime Movers Lab GP II LLC ("PML GP II") as reporting persons.
2. Held by Prime Movers Lab Fund I LP ("PML"). PML GP is the general partner of PML.
3. Held by Heliogen PML SPV 1 LP ("Heliogen PML"). PML GP II is the general partner of Heliogen PML.
4. Dakin Sloss is the manager of PML GP and PML GP II and as a result may be deemed to have or share beneficial ownership the securities held by PML and Heliogen PML. Mr. Sloss disclaims any beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein.
5. The price of $2.8162 per share represents a weighted average of purchase prices ranging from $2.485 to $3.13 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.
6. The price of $2.0243 per share represents a weighted average of purchase prices ranging from $1.96 to $2.63 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.
7. The price of $1.9918 per share represents a weighted average of purchase prices ranging from $1.86 to $2.21 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.
/s/ Taylor Frankel, Authorized Person on behalf of the General Partner of each Reporting Person 07/12/2022
Dakin Sloss /s/ Taylor Frankel, Attorney- in- fact 07/12/2022
** 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 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.
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