Amended Statement of Beneficial Ownership (sc 13d/a)
March 28 2023 - 3:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D/A
Under the Securities
Exchange Act of 1934
(Amendment No.
2)*
HELIOGEN,
INC.
(Name of Issuer)
Common Stock, $0.0001
par value per share
(Title of Class of
Securities)
42329W 105
(CUSIP Number)
Eva Davis
Winston & Strawn
LLP
333 S. Grand Avenue
Los Angeles, CA
90071-1543
Tel: 1-213-615-1700
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
March 28, 2023
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 42329W 105
1. |
|
Names of Reporting Persons.
William Gross |
2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) o
|
3. |
|
SEC Use Only
|
4. |
|
Source of Funds (See Instructions)
OO |
5. |
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
☐ |
6. |
|
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7. |
|
Sole Voting Power
11,242,651 |
|
8. |
|
Shared Voting Power
15,771,769 |
|
9. |
|
Sole Dispositive Power
11,242,651 |
|
10. |
|
Shared Dispositive Power
15,771,769
|
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,014,420(1) |
12. |
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
☐ |
13. |
|
Percent of Class Represented by Amount in Row (11)
13.4% (2) |
14. |
|
Type of Reporting Person (See Instructions)
IN |
1 |
Includes 1,672,612 shares of common stock and 9,570,039 shares issuable
for vested and exercisable options within 60 days of March 28, 2023, beneficially held by Mr. Gross and with respect to which Mr.
Gross has sole voting and dispositive power. Also includes 16,175 shares of common stock held by Idealab Studio, LLC (“Idealab Studio”)
and includes 414,363 shares of common stock held by The Gross Goodstein Living Trust, dated April 18, 2006 (“Gross Trust”),
of which Mr. Gross and his wife are co-trustees and may be deemed to share voting and dispositive power. The Gross
Trust owns a majority of the class of securities entitled to elect two directors to Idealab Studio’s board of managers. Mr. Gross
is the chairman and chief executive officer of Idealab Studio. Also includes 15,341,231 shares of common stock held by Idealab Holdings,
LLC (“Idealab Holdings”). Idealab Holdings is a wholly owned subsidiary of Idealab, a California corporation (“Idealab”).
Idealab is managed by a board of directors consisting of Bill Gross, Marcia Goodstein (Mr. Gross’s wife) and Renee LaBran, and
no single person has voting or dispositive authority over the securities reported herein. Mr. Gross may be deemed to share beneficial
ownership of the securities held by Holdings. Each of the foregoing persons disclaims beneficial ownership of such securities except to
the extent of his or her pecuniary interest therein. |
2 |
This percentage is calculated based upon 191,442,304 shares of common
stock outstanding as of November 4, 2022. |
CUSIP No. 42329W 105
1. |
|
Names of Reporting Persons.
Idealab Holdings, LLC |
2. |
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ¨ (b) ¨
|
3. |
|
SEC Use Only
|
4. |
|
Source of Funds (See Instructions)
OO |
5. |
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
¨ |
6. |
|
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7. |
|
Sole Voting Power
0 |
|
8. |
|
Shared Voting Power
15,341,231 |
|
9. |
|
Sole Dispositive Power
0 |
|
10. |
|
Shared Dispositive Power
15,341,231 |
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
15,341,231(1) |
12. |
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨ |
13. |
|
Percent of Class Represented by Amount in Row (11)
8.0%(2) |
14. |
|
Type of Reporting Person (See Instructions)
OO |
1 |
Includes 15,341,231 shares of common stock held by Idealab Holdings. Idealab
Holdings is a wholly owned subsidiary of Idealab. Idealab is managed by a board of directors consisting of Bill Gross, Marcia
Goodstein (Mr. Gross’s wife) and Renee LaBran, and no single person has voting or dispositive authority over the securities reported
herein. Mr. Gross may be deemed to share beneficial ownership of the securities held by Holdings. Each of the foregoing persons disclaims
beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. |
2 |
This percentage is calculated based upon 191,442,304 shares of common
stock outstanding as of November 4, 2022. |
CUSIP No. 42329W 105
1. |
|
Names of Reporting Persons.
Idealab |
2. |
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ¨ (b) ¨
|
3. |
|
SEC Use Only
|
4. |
|
Source of Funds (See Instructions)
OO |
5. |
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
¨ |
6. |
|
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7. |
|
Sole Voting Power
0 |
|
8. |
|
Shared Voting Power
15,341,231 |
|
9. |
|
Sole Dispositive Power
0 |
|
10. |
|
Shared Dispositive Power
15,341,231 |
11. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
15,341,231(1) |
12. |
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨ |
13. |
|
Percent of Class Represented by Amount in Row (11)
8.0%(2) |
14. |
|
Type of Reporting Person (See Instructions)
HC, CO |
1 |
Includes 15,341,231 shares of common stock held by Idealab Holdings. Idealab
Holdings is a wholly owned subsidiary of Idealab. Idealab is managed by a board of directors consisting of Bill Gross, Marcia
Goodstein (Mr. Gross’s wife) and Renee LaBran, and no single person has voting or dispositive authority over the securities reported
herein. Mr. Gross may be deemed to share beneficial ownership of the securities held by Holdings. Each of the foregoing persons disclaims
beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. |
2 |
This percentage is calculated based upon 191,442,304 shares of common
stock outstanding as of November 4, 2022. |
CUSIP No. 42329W 105
This amendment No. 2 to Schedule 13D (“Amendment
No. 2”) relates to the Schedule 13D filed on May 31, 2022, as amended on February 13, 2023 (this “Schedule 13D”), by
William Gross, Idealab, a California corporation (“Idealab”), and Idealab Holdings, LLC, a Delaware corporation (“Idealab
Holdings”).
Capitalized terms used but not defined
in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this
Amendment No. 2, the Schedule 13D is unchanged.
Item 1. |
Security and Issuer |
(a) |
This statement on Schedule 13D relates to the common stock, par value $0.0001 per share (“Common Stock”), of Heliogen, Inc., a Delaware corporation (the “Issuer”). |
(b) |
The principal executive offices of the Issuer are located at 130 W.
Union Street, Pasadena, California 91103. |
Item 4 of the Schedule 13D is hereby amended
and restated as follows:
Effective February 5, 2023, Mr. Gross
no longer serves as the chief executive officer of the Issuer and as a member of the Issuer’s board of directors. As disclosed
in the Issuer’s Form 8-K filed on February 6, 2023, Mr. Gross has expressed his disagreement with the decision of the Issuer’s
board of directors with respect to certain changes in management of the Issuer.
As previously disclosed in Amendment No.
1 to Schedule 13D filed by the Reporting Persons, any of the Reporting Persons may engage in discussions with the Issuer and Issuer’s
management and board of directors, other stockholders of the Issuer and other interested parties that may relate to the governance and
board composition, business, operations, capitalization, financial condition, strategic plans, and the future of the Issuer, including
an acquisition of additional securities or extraordinary corporate transaction (such as a merger) (the “Item 4 Matters”).
In connection with such discussions, the Reporting Persons are considering, exploring and/or developing plans and/or proposals (whether
preliminary or final) with respect to the Item 4 Matters and whether to communicate with, among others, the Issuer, other stockholders,
service providers and financing sources regarding the foregoing. The Reporting Persons have not determined the terms of any such plan
or proposal, and no assurance can be given that any proposal will be made, or, if made, that it would be completed.
Any of the Reporting Persons may review,
monitor and evaluate his or its investment in the Issuer at any time, whether in light of the discussions described herein or otherwise,
which may give rise to plans or proposals that, if consummated, would result in one or more of the events described in Item 4 of Schedule
13D, including, without limitation, acquiring additional shares of common stock, disposing of some or all of shares of common stock,
including in connection with Mr. Gross’ exercise of vested stock options, or any other actions described herein. Each of the Reporting
Person reserves the right to formulate plans and/or proposals and to take such actions with respect to his or its investment in the Issuer,
including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
Except as described in this Amendment
No. 2, none of the Reporting Persons has any present plans or proposals that relate to or would result in any of the actions described
in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. |
Interest in Securities of the Issuer |
(a)-(b) |
See responses to Item 5 on each cover page.
Each Reporting Person expressly disclaims any assertion or
presumption that he or it and the other persons on whose behalf this Schedule 13D is filed constitute a “group” for the
purposes of Sections 13(d) of the Exchange Act and the rules thereunder. |
(c) |
The Reporting Persons have not engaged in any transactions in the Issuer’s
Common Stock in the past sixty days. |
(d) |
To the knowledge of the Reporting Persons, no other person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially
owned by the Reporting Persons. |
CUSIP No. 42329W 105
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 28, 2023
/s/ William Gross |
|
WILLIAM GROSS |
|
|
Idealab Holdings, LLC |
|
|
|
By its managing member, Idealab, a California corporation |
|
|
|
|
|
By: |
/s/ Marcia Goodstein |
|
|
Name: Marcia Goodstein |
|
Title: President |
|
|
|
Idealab, a California corporation |
|
|
|
|
|
By: |
/s/ Marcia Goodstein |
|
|
Name: Marcia Goodstein |
|
Title: Chief Executive Officer |
The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person
by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
Attention: Intentional
misstatements or omissions of fact
constitute Federal
criminal violations (See 18 U.S.C. 1001)
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