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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Newhouse Phyllis W.
   2. Issuer Name and Ticker or Trading Symbol
Heliogen, Inc. [HLGN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O HELIOGEN, INC. 130 WEST UNION ST		 3. Date of Earliest Transaction (Month/Day/Year)
07/19/2022
(Street)

PASADENA, CA 91103		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock 07/19/2022   A   99,009 (1) A $ 0 4,191,402 (2) D  
Common Stock               246,483 I See Footnote (3)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Newhouse Phyllis W.
C/O HELIOGEN, INC. 130 WEST UNION ST
PASADENA, CA 91103		   X      

Signatures

 /s/ Alexander Gefter, Attorney in Fact   07/21/2022
**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) Consists of 99,009 restricted stock units ("RSUs") granted to the Reporting Person under the 2021 Equity Incentive Plan (the "Plan"), pursuant to the Non-Employee Director Compensation Policy of the Issuer, vesting on the earlier of (i) July 19, 2023 and (ii) the day before the Issuer's next annual meeting of shareholders after the grant date, in each case, subject to the Reporting Person's continuous service as defined in the Plan through the vesting date. The RSUs are payable in an equivalent number of shares of common stock of the Issuer.
(2) Also includes (i) 40,404 RSUs vesting in three equal annual installments commencing on December 31, 2022, subject to the Reporting Person's continuous service as defined in the Plan through each vesting date and (ii) 4,051,989 shares of common stock. The RSUs are payable in an equivalent number of shares of common stock of the Issuer.
(3) The reportable securities are held by a grantor retained annuity trust, the EVN 2022 GRAT fbo Ezekiel Newhouse, for which the Reporting Person serves as trustee.

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