SEC FORM 4

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^*

Newhouse Phyllis W.

(Last)

(First)

(Middle)

125 TOWNPARK DRIVE, SUITE 300

(Street)

KENNESAW

30144

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2021

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	12/30/2021		J⁽²⁾⁽³⁾		361,667⁽²⁾⁽³⁾	D	⁽²⁾⁽³⁾	338,333⁽⁴⁾	D⁽⁵⁾
Common Stock⁽¹⁾	12/30/2021		C⁽⁶⁾		8,566,667⁽⁷⁾	A	⁽⁶⁾	8,905,000	D⁽⁷⁾
Common Stock⁽¹⁾	12/30/2021		P⁽⁸⁾		510,000⁽⁷⁾	A	⁽⁸⁾	9,415,000	D⁽⁷⁾
Common Stock⁽¹⁾	12/30/2021		J⁽³⁾		5,121,528⁽³⁾	D	⁽³⁾	4,293,472⁽⁴⁾	D⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	12/30/2021		C⁽⁶⁾			8,566,667⁽⁷⁾	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	8,566,667	$0	0	D⁽⁷⁾
Redeemable Warrants	$11.5	12/30/2021		J⁽²⁾		338,333⁽⁴⁾		01/29/2022	⁽⁹⁾	Common Stock⁽¹⁾	338,333	⁽²⁾	338,333⁽⁴⁾	D⁽⁵⁾

1. Name and Address of Reporting Person^*

Newhouse Phyllis W.

(Last)

(First)

(Middle)

125 TOWNPARK DRIVE, SUITE 300

(Street)

KENNESAW

30144

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Athena Technology Sponsor LLC

(Last)

(First)

(Middle)

125 TOWNPARK DRIVE, SUITE 300

(Street)

KENNESAW

30144

(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. On December 30, 2021, Athena Technology Acquisition Corp. ("Athena") consummated its business combination (the "Business Combination") with Heliogen, Inc. ("Heliogen"), with the combined company being renamed "Heliogen, Inc." (the "Issuer"). In connection with the Business combination, the Issuer amended and restated its amended and restated certificate of incorporation, whereby the Issuer's Class A common stock and Class B common stock were reclassified in to one class of common stock.

2. In connection with the consummation of the Business Combination, 700,000 private placement units held by Athena Technology Sponsor LLC ("Sponsor"), which consisted of one share of Class A common stock and one-third of one redeemable warrant, separated into their constituent securities.

3. In connection with the Business combination, the Sponsor liquidated and distributed the reported securities to its members.

4. Consists of shares of common stock received by Phyllis W. Newhouse as a liquidating distribution from the Sponsor.

5. Ms. Newhouse is the record holder of the reported securities. Ms. Newhouse is also a director of the Issuer.

6. In connection with the consummation of the Business Combination, the shares of Class B common stock held by the Sponsor automatically converted into shares of Class A common stock on a one-for-one basis, which was reclassified into common stock (see footnote 1).

7. The Sponsor was the record holder of the reported shares, which were distributed upon its liquidation in connection with the Business Combination. Ms. Newhouse and Isabelle Freidheim are each a managing member of the Sponsor and may be deemed to have or share the beneficial ownership of the securities that were held by the Sponsor. Ms. Newhouse is also a director of the Issuer. Ms. Freidheim resigned as a director of the Issuer upon consummation of the Business Combination. Ms. Newhouse disclaims beneficial ownership over any securities held by the Sponsor except to the extent of her pecuniary interest therein and over any securities held by Ms. Freidheim.

8. Pursuant to that certain Sponsor Support Agreement, by and among Athena, the Sponsor and Heliogen, in connection with the Business Combination, 510,000 shares of common stock were issued to the Sponsor by the Issuer.

9. The redeemable warrants expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

	By: /s/ Phyllis W. Newhouse, as Managing Member of Athena Technology Sponsor LLC	01/04/2021
	/s/ Phyllis W. Newhouse	01/04/2021
	** Signature of Reporting Person	Date
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