SEC FORM 3

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^*

Lambert Andrew Alan

(Last)

(First)

(Middle)

C/O HELIOGEN, INC.

130 WEST UNION STREET

(Street)

PASADENA

91103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2022

3. Issuer Name and Ticker or Trading Symbol
Heliogen, Inc. [ HLGN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chf. Mfg. & Sply. Chain Ofc.

5. 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

Table I - Non-Derivative Securities Beneficially Owned
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	664,145⁽¹⁾	D
Common Stock	96	I	As custodian for UTMA account⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽⁴⁾	03/29/2031	Common Stock	285,215	$0.3	D

Explanation of Responses:

1. Includes 503,321 shares represented by restricted stock units ("RSUs") granted under the Issuer's 2013 Stock Incentive Plan, which was assumed by the Issuer from Heliogen, Inc., a Delaware corporation ("Legacy Heliogen") on December 30, 2021 pursuant to that certain Business Combination Agreement, dated as of July 6, 2021, by and among Athena Technology Acquisition Corp., a Delaware corporation ("Athena"), HelioMax Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Athena, and Legacy Heliogen ("Business Combination Agreement"). Each RSU represents a contingent right to receive one share of the Common Stock of the Issuer. Six and one-quarter percent (6.25%) of the shares underlying the RSUs vest in quarterly installments with the first installment vested on March 15, 2022, subject to the Reporting Person's continuous service.

2. The shares are held in a custodial account established for an immediate family member of the Reporting Person pursuant to the Uniform Transfers to Minors Act for which the Reporting Person serves as a custodian.

3. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

4. The option for 402,656 underlying shares was granted on March 30, 2021 under Issuer's 2013 Stock Incentive Plan, which was assumed by the Issuer on December 30, 2021 pursuant to the Business Combination Agreement, with 25% vesting on March 15, 2022 and the remainder vesting in 36 substantially equal monthly installments from March 15, 2022, subject to the Reporting Person's continuous service. The amount reported herein represents the unexercised and outstanding portion of such option.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Deborah Chen, Attorney-in-Fact	08/12/2022
	** 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 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.