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 *
Lambert Andrew Alan
  2. Issuer Name and Ticker or Trading Symbol
Heliogen, Inc. [HLGN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chf. Mfg. & Sply. Chain Ofc.
(Last)
(First)
(Middle)
C/O HELIOGEN, INC. 130 WEST UNION ST
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2022
(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 09/02/2022   M   25,166 A $ 0.3 689,311 (1) D  
Common Stock               96 I As custodian for UTMA account (2) (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
Stock Option (Right to Buy) $ 0.3 09/02/2022   M     25,166   (4) 03/29/2031 Common Stock 25,166 $ 0 260,049 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lambert Andrew Alan
C/O HELIOGEN, INC. 130 WEST UNION ST
PASADENA, CA 91103
      Chf. Mfg. & Sply. Chain Ofc.  

Signatures

 /s/ Deborah Chen, Attorney in Fact   09/07/2022
**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) Includes 503,321 shares represented by restricted stock units ("RSUs") initially granted under the Issuer's 2013 Stock Incentive Plan. 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 initially granted vest in quarterly installments with the first installment vested on March 15, 2022, subject to the Reporting Person's continuous service.
(2) The shares are held in a custodial account established for an immediate family member of the Reporting Person pursuant to the Uniform Transfers to Minors Act for which the Reporting Person serves as a custodian.
(3) The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(4) The option for 402,656 underlying shares was granted on March 30, 2021 under Issuer's 2013 Stock Incentive Plan, with 25% vesting on March 15, 2022 and the remainder vesting in 36 substantially equal monthly installments from March 15, 2022, subject to the Reporting Person's continuous service. The amount reported herein represents the unexercised and outstanding portion of such option.

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