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 *
GROSS WILLIAM
  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
__X__ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last)
(First)
(Middle)
C/O HELIOGEN, INC. 130 WEST UNION ST
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2022
(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 09/01/2022   J   1,070,707 (1) D $ 0 16,175 I See footnote
Common Stock               414,363 (2) I See footnote
Common Stock               1,622,612 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
GROSS WILLIAM
C/O HELIOGEN, INC. 130 WEST UNION ST
PASADENA, CA 91103
  X     CHIEF EXECUTIVE OFFICER  

Signatures

 /s/ William Gross   09/06/2022
**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) The securities are held directly by Idealab Studio, LLC ("Idealab Studio"). Mr. Gross is the Chairman and Chief Executive Officer of Idealab Studio. In addition, Mr. Gross is co-Trustee of The Gross Goodstein Living Trust dated April 18, 2006 (the "Trust"), which owns a majority of the class of securities entitled to elect two directors to Idealab Studio's board of managers. As a result of the foregoing, Mr. Gross may be deemed to beneficially own the securities held by Idealab Studio. Mr. Gross disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(2) The securities are held directly by the Trust. Reflects the receipt of securities from a pro rata, in-kind distribution from Idealab Studio to its members, including the Trust, for no additional consideration, and the receipt of such shares was exempt from reporting pursuant to Rule 16a-9 of the Securities Exchange Act of 1934, as amended. Mr. Gross, together with his wife, is co-Trustee of the Trust and may be deemed to beneficially own the securities held by the Trust. Mr. Gross disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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