Sec Form 4 Filing - Newhouse Phyllis W. @ Heliogen, Inc. - 2021-12-30

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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) 125 TOWNPARK DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2021 (Street) KENNESAW, GA30144 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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( 1 ) 12/30/2021 J( 2 )( 3 ) 361,667( 2 )( 3 ) D 338,333( 4 ) D( 5 ) Common Stock( 1 ) 12/30/2021 C( 6 ) 8,566,667( 7 ) A 8,905,000 D( 7 ) Common Stock( 1 ) 12/30/2021 P( 8 ) 510,000( 7 ) A 9,415,000 D( 7 ) Common Stock( 1 ) 12/30/2021 J( 3 ) 5,121,528( 3 ) D 4,293,472( 4 ) D( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Class B Common Stock ( 1 ) 12/30/2021 C( 6 ) 8,566,667( 7 ) ( 6 ) ( 6 ) Common Stock( 1 ) 8,566,667 $ 0 0 D( 7 ) Redeemable Warrants $ 11.5 12/30/2021 J( 2 ) 338,333( 4 ) 01/29/2022 ( 9 ) Common Stock( 1 ) 338,333 ( 2 ) 338,333( 4 ) D( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Newhouse Phyllis W. 125 TOWNPARK DRIVE, SUITE 300 KENNESAW, GA30144 X Athena Technology Sponsor LLC 125 TOWNPARK DRIVE, SUITE 300 KENNESAW, GA30144 X Signatures By: /s/ Phyllis W. Newhouse, as Managing Member of Athena Technology Sponsor LLC 01/04/2021 Signature of Reporting Person Date /s/ Phyllis W. Newhouse 01/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )In connection with the Business combination, the Sponsor liquidated and distributed the reported securities to its members. ( 4 )Consists of shares of common stock received by Phyllis W. Newhouse as a liquidating distribution from the Sponsor. ( 5 )Ms. Newhouse is the record holder of the reported securities. Ms. Newhouse is also a director of the Issuer. ( 6 )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). ( 7 )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. ( 8 )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. ( 9 )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.

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