Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Burger Barbara J
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2. Issuer Name and Ticker or Trading Symbol
Heliogen, Inc. [HLGN]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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C/O HELIOGEN, INC. 130 WEST UNION ST
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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PASADENA
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CA
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91103
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Burger Barbara J
C/O HELIOGEN, INC. 130 WEST UNION ST
PASADENA, CA91103
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X
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Signatures
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/s/ Deborah Chen, Attorney-in-Fact
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2024-08-05
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Consists of 2,142 restricted stock units ("RSUs") granted to the Reporting Person under the 2021 Equity Incentive Plan (the "Plan"), pursuant to the Amended and Restated Non-Employee Director Compensation Policy of the Issuer, vesting on the earlier of (i) August 1, 2025 and (ii) the day before the Issuer's next annual meeting of shareholders after the grant date, in each case, subject to the Reporting Person's continuous service as defined in the Plan through the vesting date. The RSUs are payable in an equivalent number of shares of common stock of the Issuer.
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(2)
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On August 31, 2023, the Issuer effected a 1-for-35 reverse stock split (the "Reverse Stock Split") of its outstanding shares of Common Stock. The numbers of shares of Common Stock reported on this Form 4 have been adjusted to reflect the Reverse Split unless otherwise noted.
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(3)
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Also includes 2,562 RSUs granted to the Reporting Person under the Plan vesting in three equal annual installments such that the RSUs are fully vested on September 12, 2025, subject to the Reporting Person's continuous service as defined in the Plan through each vesting date. The RSUs are payable in an equivalent number of shares of common stock of the Issuer.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
