Sec Form 3 Filing - Gauche Paul @ Heliogen, Inc. - 2022-08-04

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gauche Paul 2. Issuer Name and Ticker or Trading Symbol Heliogen, Inc. [ HLGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP, Engineering (Last) (First) (Middle) C/O HELIOGEN, INC., 130 WEST UNION STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2022 (Street) PASADENA, CA91103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 6,336( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 0.18 ( 2 ) 12/20/2030 Common Stock 403,321 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gauche Paul C/O HELIOGEN, INC. 130 WEST UNION STREET PASADENA, CA91103 Executive VP, Engineering Signatures /s/ Deborah Chen, Attorney-in-Fact 08/12/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are represented by restricted stock units ("RSUs") granted on July 1, 2022 under Issuer's 2021 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Common Stock of the Issuer. 100% of the shares underlying the RSUs vest on January 1, 2023, subject to the Reporting Person's continuous service. ( 2 )The option for 503,321 underlying shares was granted on December 21, 2020 under Issuer's 2013 Stock Incentive Plan, which was assumed by the Issuer on December 30, 2021 from Heliogen, Inc., a Delaware corporation ("Legacy Heliogen") 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. 25% of the option for the underlying shares vested on October 26, 2021 and the remainder vests in 36 substantially equal monthly installments from October 26, 2021, 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

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).

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