Phyllis W. Newhouse - Dec 30, 2021 Form 4 Insider Report for Heliogen, Inc. (HLGN)

Role
Director
Signature
By: /s/ Phyllis W. Newhouse, as Managing Member of Athena Technology Sponsor LLC
Stock symbol
HLGN
Transactions as of
Dec 30, 2021
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 08:59 PM
Next filing
Apr 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLGN Common Stock Other -362K -51.67% 338K Dec 30, 2021 Direct F1, F2, F3, F4, F5
transaction HLGN Common Stock Conversion of derivative security +8.57M +2532.02% 8.91M Dec 30, 2021 Direct F1, F6, F7
transaction HLGN Common Stock Purchase +510K +5.73% 9.42M Dec 30, 2021 Direct F1, F7, F8
transaction HLGN Common Stock Other -5.12M -54.4% 4.29M Dec 30, 2021 Direct F1, F3, F4, F5

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 Class B Common Stock Conversion of derivative security $0 -8.57M -100% $0.00* 0 Dec 30, 2021 Common Stock 8.57M Direct F1, F6, F7
transaction HLGN Redeemable Warrants Other +338K 338K Dec 30, 2021 Common Stock 338K $11.50 Direct F1, F2, F4, F5, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 30, 2021, Athena Technology Acquisition Corp. ("Athena") consummated its business combination (the "Business Combination") with Heliogen, Inc. ("Heliogen"), with the combined company being renamed "Heliogen, Inc." (the "Issuer"). In connection with the Business combination, the Issuer amended and restated its amended and restated certificate of incorporation, whereby the Issuer's Class A common stock and Class B common stock were reclassified in to one class of common stock.
F2 In connection with the consummation of the Business Combination, 700,000 private placement units held by Athena Technology Sponsor LLC ("Sponsor"), which consisted of one share of Class A common stock and one-third of one redeemable warrant, separated into their constituent securities.
F3 In connection with the Business combination, the Sponsor liquidated and distributed the reported securities to its members.
F4 Consists of shares of common stock received by Phyllis W. Newhouse as a liquidating distribution from the Sponsor.
F5 Ms. Newhouse is the record holder of the reported securities. Ms. Newhouse is also a director of the Issuer.
F6 In connection with the consummation of the Business Combination, the shares of Class B common stock held by the Sponsor automatically converted into shares of Class A common stock on a one-for-one basis, which was reclassified into common stock (see footnote 1).
F7 The Sponsor was the record holder of the reported shares, which were distributed upon its liquidation in connection with the Business Combination. Ms. Newhouse and Isabelle Freidheim are each a managing member of the Sponsor and may be deemed to have or share the beneficial ownership of the securities that were held by the Sponsor. Ms. Newhouse is also a director of the Issuer. Ms. Freidheim resigned as a director of the Issuer upon consummation of the Business Combination. Ms. Newhouse disclaims beneficial ownership over any securities held by the Sponsor except to the extent of her pecuniary interest therein and over any securities held by Ms. Freidheim.
F8 Pursuant to that certain Sponsor Support Agreement, by and among Athena, the Sponsor and Heliogen, in connection with the Business Combination, 510,000 shares of common stock were issued to the Sponsor by the Issuer.
F9 The redeemable warrants expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.