Steven Schell - 30 Dec 2021 Form 4/A - Amendment Insider Report for Heliogen, Inc. (HLGN)

Role
Chief Technology Officer
Signature
/s/ Dorothy Vinsky, Attorney-in-Fact
Issuer symbol
HLGN
Transactions as of
30 Dec 2021
Net transactions value
$0
Form type
4/A - Amendment
Filing time
07 Jan 2022, 20:36:48 UTC
Date Of Original Report
05 Jan 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLGN Common Stock Award $0 +150,996 $0.000000 150,996 30 Dec 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HLGN Employee Stock Option (right to buy) Award $0 +1,509,964 $0.000000 1,509,964 30 Dec 2021 Common Stock 1,509,964 $0.1800 Direct F2, F3
transaction HLGN Employee Stock Option (right to buy) Award $0 +1,006,643 $0.000000 1,006,643 30 Dec 2021 Common Stock 1,006,643 $0.0900 Direct F3, F4
transaction HLGN Employee Stock Option (right to buy) Award $0 +201,328 $0.000000 201,328 30 Dec 2021 Common Stock 201,328 $0.0900 Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 The shares shall vest in 48 equal monthly installments commencing on July 22, 2020, subject to the Reporting Person's continuous service.
F3 Represents options issued by Legacy Heliogen and assumed by the Issuer on December 30, 2021 pursuant to the Merger Agreement.
F4 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.
F5 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.