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

Role
Chief Technology Officer
Signature
/s/ Dorothy Vinsky, Attorney-in-Fact
Stock symbol
HLGN
Transactions as of
Dec 30, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
1/7/2022, 08:36 PM
Date Of Original Report
Jan 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLGN Common Stock Award $0 +151K $0.00 151K Dec 30, 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 +1.51M $0.00 1.51M Dec 30, 2021 Common Stock 1.51M $0.18 Direct F2, F3
transaction HLGN Employee Stock Option (right to buy) Award $0 +1.01M $0.00 1.01M Dec 30, 2021 Common Stock 1.01M $0.09 Direct F3, F4
transaction HLGN Employee Stock Option (right to buy) Award $0 +201K $0.00 201K Dec 30, 2021 Common Stock 201K $0.09 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.