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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GROSS WILLIAM

(Last)

(First)

(Middle)

C/O IDEALAB

130 WEST UNION STREET

(Street)

PASADENA

91103

(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)
04/12/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	04/12/2023		M		1,000,000	A	$0.09	2,672,612	D
Common Stock								414,363	I	See footnote⁽¹⁾
Common Stock								16,175	I	See footnote⁽²⁾
Common Stock								15,480,443	I	See footnote⁽³⁾

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)
Employee Stock Option (right to buy)	$0.09	04/12/2023		M			1,000,000	⁽⁴⁾	07/05/2023⁽⁵⁾	Common Stock	1,000,000	$0	3,209,710	D

Explanation of Responses:

1. These shares are held by The Gross Goodstein Living Trust (the "Trust") of which Mr. Gross is a co-trustee. Mr. Gross may be deemed to beneficially own these shares. Mr. Gross disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. These shares are held by Idealab Studio, LLC ("Idealab Studio"), for which Mr. Gross serves as chairman and chief executive officer. The Trust owns a majority of the class of securities of Idealab Studio entitled to elect two managers to Idealab Studio's board of managers. Mr. Gross may be deemed to beneficially own these shares. Mr. Gross disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. These shares are held by Idealab Holdings, LLC ("Idealab Holdings"), which is a wholly owned subsidiary of Idealab, a California corporation ("Idealab"). Idealab is managed by a board of directors (the "Idealab Board") including Mr. Gross. Mr. Gross may be deemed to beneficially own these shares. Mr. Gross disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. The options vested and became exercisable in equal monthly installments commencing December 6, 2018, subject to Mr. Gross's continuous service which ceased effective February 5, 2023.

5. The options are exercisable through the indicated expiration date pursuant to an extension granted by the Issuer. The original expiration date was approximately 10 years from the initial vesting date of options with the same exercise price.

Remarks:

	/s/ William Gross	04/14/2023
	** 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.