Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NeoTribe Partners I, LLC

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)

(Last)

(First)

(Middle)

2744 SAND HILL RD. #150

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2022

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	07/11/2022		S		75,141	D	$ 2.1312 ⁽¹⁾	22,538,280	I	See footnote ⁽²⁾
Common Stock	07/11/2022		S		3,023	D	$ 2.1312 ⁽¹⁾	908,173	I	See footnote ⁽³⁾
Common Stock	07/12/2022		S		67,980	D	$ 2.0694 ⁽⁴⁾	22,470,300	I	See footnote ⁽²⁾
Common Stock	07/12/2022		S		2,736	D	$ 2.0694 ⁽⁴⁾	905,437	I	See footnote ⁽³⁾
Common Stock	07/13/2022		S		13,021	D	$ 2.0213 ⁽⁵⁾	22,457,279	I	See footnote ⁽²⁾
Common Stock	07/13/2022		S		524	D	$ 2.0213 ⁽⁵⁾	904,913	I	See footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NeoTribe Partners I, LLC 2744 SAND HILL RD. #150 MENLO PARK, CA 94025		X
NeoTribe Ventures I, L.P. 2744 SANDHILL RD. #150 MENLO PARK, CA 94025		X
NeoTribe Associates I, L.P. 2744 SANDHILL RD. #150 MENLO PARK, CA 94025		X
KOLLURI KRISHNA KITTU 2744 SANDHILL RD. #150 MENLO PARK, CA 94025		X

Signatures

NeoTribe Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member		07/13/2022
^**Signature of Reporting Person		Date
NeoTribe Ventures I, L.P., by: NeoTribe Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member		07/13/2022
^**Signature of Reporting Person		Date
NeoTribe Associates I, L.P., by: NeoTribe Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member		07/13/2022
^**Signature of Reporting Person		Date
/s/ Krishna Kolluri		07/13/2022
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $2.04 to $2.20. The reporting person undertakes to provide to the issuer, any stockholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(2)	Shares are held directly by NeoTribe Ventures I, L.P. ("NTV I"). NeoTribe Partners I, LLC ("NTP I") is the general partner of NTV I. Krishna Kolluri ("Kolluri") is the managing member of NTP I and therefore may be deemed to hold voting and dispositive power over the shares held by NTV I. Such managing member disclaims beneficial ownership of the shares held by NTV I except to the extent of his pecuniary interest therein.
(3)	Shares are held directly by NeoTribe Associates I, L.P. ("NTA I"). NTP I is the general partner of NTA I. Kolluri is the managing member of NTP I and therefore may be deemed to hold voting and dispositive power over the shares held by NTA I. Such managing member disclaims beneficial ownership of the shares held by NTA I except to the extent of his pecuniary interest therein.
(4)	Represents a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $2.02 to $2.14. The reporting person undertakes to provide to the issuer, any stockholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(5)	Represents a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $2.00 to $2.06. The reporting person undertakes to provide to the issuer, any stockholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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