Sec Form 13G Filing - NeoTribe Ventures I L.P. filing for Heliogen Inc. (HLGN) - 2024-02-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 2)*

 

Heliogen, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

 

42329E105

(CUSIP Number)

 

 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)
     
  ¨ Rule 13d-1(c)
     
  x Rule 13d-1(d)

 

*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 (“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).

 

(Continued on following pages)

 

Page 1 of 11

 

Exhibit Index on Page 10

 

 

 

 

 

 

CUSIP # 42329E105 Page 2 of 11

 

 

1 NAME OF REPORTING PERSONS                       NeoTribe Ventures I, L.P. (“NTV I”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        ¨           (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
0 shares.
7

SOLE DISPOSITIVE POWER

0 shares.

8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨  
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%  
12 TYPE OF REPORTING PERSON PN  

 

 

 

 

CUSIP # 42329E105 Page 3 of 11

 

1 NAME OF REPORTING PERSONS                       NeoTribe Associates I, L.P. (“NTA I”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)        ¨           (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
0 shares.
7

SOLE DISPOSITIVE POWER

0 shares.

8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨  
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP # 42329E105 Page 4 of 11

 

1 NAME OF REPORTING PERSONS                      NeoTribe Partners I, LLC (“NTP I”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)        ¨           (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨  
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP # 42329E105 Page 5 of 11

 

1 NAME OF REPORTING PERSONS                      Krishna Kolluri (“Kolluri”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)        ¨           (b)         x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨  
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP # 42329E105 Page 6 of 11

 

ITEM 1(A).NAME OF ISSUER

 

Heliogen, Inc. (the “Issuer”)

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

130 W Union St.
Pasadena, CA 91103

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Schedule is filed by NeoTribe Ventures I, L.P., a Delaware limited partnership (“NTV I”), NeoTribe Associates I, L.P., a Delaware limited partnership (“NTA I”), NeoTribe Partners I, LLC, a Delaware limited liability company (“NTP I”), and Krishna Kolluri (“Kolluri”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

c/o NeoTribe Management Company, LLC

2440 Sand Hill Rd, Suite 302
Menlo Park, CA 94025

 

ITEM 2(C).CITIZENSHIP

 

See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

 

Common Stock, par value $0.0001

 

ITEM 2(E)CUSIP NUMBER

 

42329E105

 

ITEM 3.IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

 

Not applicable.

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2023:

 

 

 

 

CUSIP # 42329E105 Page 7 of 11

 

(a)Amount beneficially owned:
   
  See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:
   
  See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:
   
  See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:
   
  See Row 6 of cover page for each Reporting Person.

  

(iii)Sole power to dispose or to direct the disposition of:
   
  See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:
   
  See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

If this Statement is being filed to report the fact that as of the date hereof each Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:          x

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Under certain circumstances set forth in the limited partnership agreements of NTV I and NTA I and the limited liability company agreement of NTP I, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

 

 

 

CUSIP # 42329E105 Page 8 of 11

 

ITEM 10.CERTIFICATION.

 

Not applicable.

 

 

 

 

CUSIP # 42329E105 Page 9 of 11

 

SIGNATURES

 

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.

 

Date: February 12, 2024

 

  NEOTRIBE VENTURES I, L.P.
   
  By: NEOTRIBE PARTNERS I, LLC
  Its: General Partner
   
  By: /s/ Krishna Kolluri
  Name: Krishna Kolluri
  Title: Managing Member
   
  NEOTRIBE ASSOCIATES I, L.P.
   
  By: NEOTRIBE PARTNERS I, LLC
  Its: General Partner
   
  By: /s/ Krishna Kolluri
  Name: Krishna Kolluri
  Title: Managing Member
     
  NEOTRIBE PARTNERS I, LLC
     
  By: /s/ Krishna Kolluri
  Name: Krishna Kolluri
  Title: Managing Member
     
  KRISHNA KOLLURI
   
  By: /s/ Krishna Kolluri
  Name:  Krishna Kolluri

 

 

 

 

CUSIP # 42329E105 Page 10 of 11

 

EXHIBIT INDEX

 

  Found on
Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 11

 

 

 

 

CUSIP # 42329E105 Page 11 of 11

 

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.