SEC FORM 4

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^*

Sloss Dakin

(Last)

(First)

(Middle)

P.O. BOX 12829

(Street)

JACKSON

83002

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2023

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

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	06/12/2023		S		275,000	D	$0.2035⁽⁴⁾	13,402,320	I	Held by Prime Movers Lab Fund I LP⁽¹⁾⁽³⁾
Common Stock	06/13/2023		S		2,925,000	D	$0.1997⁽⁵⁾	10,477,320	I	Held by Prime Movers Lab Fund I LP⁽¹⁾⁽³⁾
Common Stock								6,668,457	I	Held by Heliogen PML SPV 1 LP⁽²⁾⁽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)

1. Name and Address of Reporting Person^*

Sloss Dakin

(Last)

(First)

(Middle)

P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Prime Movers Lab Fund I LP

(Last)

(First)

(Middle)

P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Heliogen PML SPV 1 LP

(Last)

(First)

(Middle)

P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Prime Movers Lab GP I LLC

(Last)

(First)

(Middle)

P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Prime Movers Lab GP II LLC

(Last)

(First)

(Middle)

P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

Explanation of Responses:

1. Held by Prime Movers Lab Fund I LP ("PML"). Prime Movers Lab GP I LLC ("PML GP") is the general partner of PML.

2. Held by Heliogen PML SPV 1 LP ("Heliogen PML"). Prime Movers Lab GP II LLC ("PML GP II") is the general partner of Heliogen PML.

3. Dakin Sloss is the manager of PML GP and PML GP II and as a result may be deemed to have or share beneficial ownership the securities held by PML and Heliogen PML. Mr. Sloss disclaims any beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein.

4. The price of $0.2035 per share represents a weighted average of purchase prices ranging from $0.1985 to $0.2231 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

5. The price of $0.1997 per share represents a weighted average of purchase prices ranging from $0.1910 to $0.2101 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

	/s/ Taylor Frankel, Authorized Person on behalf of the General Partner of each Reporting Person	06/14/2023
	Dakin Sloss /s/ Taylor Frankel, Attorney-in-fact	06/14/2023
	** 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.

SEC Form 4 filed by Sloss Dakin