SEC Form 4: Schell Steven was granted 150,996 shares (Amendment)
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Heliogen, Inc. [ HLGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/30/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/05/2022 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/30/2021 | A | 150,996(1) | A | $0.00 | 150,996 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $0.18 | 12/30/2021 | A | 1,509,964 | (2) | 07/21/2030 | Common Stock | 1,509,964 | $0.00(3) | 1,509,964 | D | ||||
| Employee Stock Option (right to buy) | $0.09 | 12/30/2021 | A | 1,006,643 | (4) | 02/05/2029 | Common Stock | 1,006,643 | $0.00(3) | 1,006,643 | D | ||||
| Employee Stock Option (right to buy) | $0.09 | 12/30/2021 | A | 201,328 | (5) | 12/05/2028 | Common Stock | 201,328 | $0.00(3) | 201,328 | D | ||||
| Explanation of Responses: |
| 1. These shares are represented by restricted stock units ("RSUs") issued by Heliogen, Inc., a Delaware corporation ("Legacy Heliogen") and assumed by the Issuer on December 30, 2021 pursuant to that certain Business Combination Agreement ("Merger 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. 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 vesting on March 15, 2022, subject to the Reporting Person's continuous service. |
| 2. The shares shall vest in 48 equal monthly installments commencing on July 22, 2020, subject to the Reporting Person's continuous service. |
| 3. Represents options issued by Legacy Heliogen and assumed by the Issuer on December 30, 2021 pursuant to the Merger Agreement. |
| 4. One quarter (25%) of the shares vested on February 6, 2020, and the remainder of the shares shall vest in 36 equal monthly installments, subject to the Reporting Person's continuous service. |
| 5. The shares shall vest in 48 equal monthly installments commencing on December 6, 2018, subject to the Reporting Person's continuous service. |
| Remarks: |
| The original Form 4, filed on January 5, 2022, is being amended by this Form 4/A to correct the previously reported exercise price of the stock options. The number of shares underlying the stock options previously reported correctly accounted for the Exchange Ratio (as defined in the Merger Agreement). The exercise price for the stock options has now also been adjusted to reflect the Exchange Ratio. |
| /s/ Dorothy Vinsky, Attorney-in-Fact | 01/07/2022 | |
| ** 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 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. | ||