| 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)
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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) 02/15/2024 | ||||||||||||||||||||||||||
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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 | 02/15/2024 | P(1) | 442,298 | A | $1.5195(2) | 442,298(3) | D(4)(5) | |||
| Common Stock | 946,275 | D(5)(6) | ||||||||
| Common Stock | 67,020 | D(5)(7) | ||||||||
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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)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Common Stock of the Issuer acquired by Cambridge Equities, LP ("Cambridge Equities") in a private transaction pursuant to a Stock Transfer Agreement. |
| 2. The purchase price was calculated based on the OTCQX Best Market volume weighted average closing price of the Issuer's common stock, as reported by OTC Markets Group Inc. during the ten (10) trading day period ending on the trading day prior to the date of sale. |
| 3. Transaction previously reported on Form 3 jointly filed by Cambridge Equities and MP13 Ventures, LLC ("MP 13 Ventures"). |
| 4. Shares owned by Cambridge Equities, who is a member of a "group" with Nant Capital, LLC ("Nant Capital") and Dr. Patrick Soon-Shiong for purposes of Section 13(d) of the Exchange Act. MP13 Ventures is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the shares held by Cambridge Equities and Dr. Patrick Soon-Shiong is the sole member of MP13 Ventures. As a result, MP13 Ventures and Dr. Soon-Shiong may be deemed to beneficially own, and share with Cambridge Equities the power to vote and direct the vote, and the power to dispose or direct the disposition of, the shares owned by Cambridge Equities. |
| 5. The reporting owners disclaims beneficial ownership over the shares owned, except to the extent of their pecuniary interest. |
| 6. These shares are owned by Nant Capital, who is a member of a "group" with Cambridge Equities and Dr. Patrick Soon-Shiong for purposes of Section 13(d) of the Exchange Act. Dr. Soon-Shiong is the sole member of Nant Capital and thus may be deemed to beneficially own, and share with Nant Capital the power to vote and direct the vote, and the power to dispose or direct the disposition of, the shares owned by Nant Capital. |
| 7. These shares are solely owned by Dr. Patrick Soon-Shiong, who is a member of a "group" with Nant Capital and Cambridge Equities for purposes of Section 13(d) of the Exchange Act. |
| /s/ Charles Kenworthy, Manager of MP13 Ventures, on behalf of itself and as General Partner of Cambridge Equities | 02/20/2024 | |
| /s/ Charles Kenworthy, Manager, Nant Capital LLC | 02/20/2024 | |
| /s/ Patrick Soon-Shiong | 02/20/2024 | |
| ** 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 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. | ||