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. ¨
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 42329W 105 | Page 1 of 6 |
| 1. |
|
Name of Reporting Persons.
William Gross |
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) x
|
| 3. |
|
SEC Use Only
|
| 4. |
|
Source of Funds (See Instructions)
OO, PF |
| 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
8,032,941 |
| |
8. |
|
Shared Voting Power
15,910,981 |
| |
9. |
|
Sole Dispositive Power
8,032,941 |
| |
10. |
|
Shared Dispositive Power
15,910,981 |
| 11. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,943,922 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)
11.6% 2 |
| 14. |
|
Type of Reporting Person (See Instructions)
IN |
| 1 |
Includes 2,672,612 shares of common stock and 5,360,329 shares issuable
upon the exercise of options within 60 days of June 9, 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 414,363 shares of common stock held by The Gross Goodstein Living Trust, dated April 18, 2006 (“Gross Trust”),
of which Mr. Gross and Marcia Goodstein (Mr. Gross’s 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 managers to Idealab
Studio’s board of managers. Mr. Gross is the chairman and chief executive officer of Idealab Studio. Also includes 15,480,443
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
Mr. Gross, Marcia Goodstein 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 Idealab 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 198,299,649 shares of common
stock of the Issuer outstanding as of June 1, 2023, as reported in the Schedule 14A filed by Heliogen, Inc., a Delaware corporation
(the “Issuer”), with the Securities and Exchange Commission on June 7, 2023, plus 2,543,587 shares of Common
Stock subsequently issued upon the exercise of options held by Mr. Gross through June 9, 2023 and 5,360,329 shares of Common Stock
issuable upon the exercise of options held by Mr. Gross within 60 days of June 9, 2023. |
| CUSIP 42329W 105 | Page 2 of 6 |
| 1. |
|
Name of Reporting Persons.
Idealab Holdings, LLC |
| 2. |
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ¨ (b) x
|
| 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
Delaware, United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7. |
|
Sole Voting Power
0 |
| |
8. |
|
Shared Voting Power
15,480,443 |
| |
9. |
|
Sole Dispositive Power
0 |
| |
10. |
|
Shared Dispositive Power
15,480,443 |
| 11. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
15,480,443 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)
7.7%2 |
| 14. |
|
Type of Reporting Person (See Instructions)
OO |
| 1 |
Includes 15,480,443 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 Idealab 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 198,299,649 shares of common
stock of the Issuer outstanding as of June 1, 2023, as reported in the Schedule 14A filed by the Issuer with the Securities and Exchange
Commission on June 7, 2023, plus 2,543,587 shares of Common Stock subsequently issued upon the exercise of options held by Mr. Gross
through June 9, 2023. |
| CUSIP 42329W 105 | Page 3 of 6 |
| 1. |
|
Name of Reporting Persons.
Idealab |
| 2. |
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ¨ (b) x
|
| 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
California, United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7. |
|
Sole Voting Power
0 |
| |
8. |
|
Shared Voting Power
15,480,443 |
| |
9. |
|
Sole Dispositive Power
0 |
| |
10. |
|
Shared Dispositive Power
15,480,443 |
| 11. |
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
15,480,4431 |
| 12. |
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨ |
| 13. |
|
Percent of Class Represented by Amount in Row (11)
7.7%2 |
| 14. |
|
Type of Reporting Person (See Instructions)
HC, CO |
| 1 |
Includes 15,480,443 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 Idealab 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 198,299,649 shares of common
stock of the Issuer outstanding as of June 1, 2023, as reported in the Schedule 14A filed by the Issuer with the Securities and Exchange
Commission on June 7, 2023, plus 2,543,587 shares of Common Stock subsequently issued upon the exercise of options held by Mr. Gross
through June 9, 2023. |
| CUSIP 42329W 105 | Page 4 of 6 |
| 1. |
|
Name
of Reporting Persons.
Continuum Renewables, Inc. |
| 2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
|
| 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
Delaware, United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7. |
|
Sole
Voting Power
0 |
| |
8. |
|
Shared
Voting Power
0 |
| |
9. |
|
Sole
Dispositive Power
0 |
| |
10. |
|
Shared
Dispositive Power
0 |
| 11. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 12. |
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ |
| 13. |
|
Percent
of Class Represented by Amount in Row (11)
0% |
| 14. |
|
Type
of Reporting Person (See Instructions)
CO |
| CUSIP 42329W 105 | Page 5 of 6 |
This Amendment No. 4 to Schedule 13D (this
“Amendment No. 4”) amends the Schedule 13D filed on June 1, 2022, as amended on February 16, 2023 and March 28, 2023 and
as further amended and restated on April 13, 2023 (as amended, this “Schedule 13D”), by William Gross, Idealab, a California
corporation (“Idealab”), and Idealab Holdings, LLC, a Delaware corporation (“Idealab Holdings”). This Amendment
No. 4 is being filed to report additional transactions in shares of Common Stock since April 13, 2023 and to correct an error with respect
to the number of Common Shares deemed to be outstanding for purposes of calculating beneficial ownership in accordance with Rule 13d-3
under the Exchange Act.
Capitalized terms used but not defined in
this Amendment No. 4 shall have the meanings set forth in this Schedule 13D. Except as specifically amended by this Amendment No. 4,
this Schedule 13D is unchanged.
| Item 3. | Source and Amount of Funds |
Mr. Gross, Idealab Holdings and Idealab Studio
acquired 1,589,488 shares, 15,341,231 shares, and 1,086,882 shares, respectively, of Common Stock (the “Merger Shares”)
of the Issuer pursuant to the Business Combination Agreement, dated July 6, 2021 (the “Business Combination Agreement”),
by and among Athena Technology Acquisition Corp. (“Athena”), HelioMax Merger Sub Inc., a wholly owned subsidiary
of Athena (“Merger Sub”), and Heliogen, Inc. (“Legacy Heliogen”) in exchange
for Legacy Heliogen shares. As a result of the Merger (as defined below), Mr. Gross also received options exercisable, subject to vesting,
for an aggregate of 19,355,655 shares of Common Stock of the Issuer in exchange for options to purchase shares of Legacy Heliogen. Pursuant
to the terms of the Business Combination Agreement, a business combination of Legacy Heliogen and Athena was effected by the merger of
Merger Sub with and into Legacy Heliogen, with Legacy Heliogen surviving as a wholly owned subsidiary of Athena (the “Merger).
Through February 5, 2023, 9,570,040 of the options referred to above were vested. On February 5, 2023, the remaining unvested options
were forfeited.
On February 7, 2022, Idealab NY, Inc., a Delaware
corporation, distributed 24,801 shares of Common Stock of the Issuer to Idealab Holdings as part of a pro rata distribution to its shareholders
for no consideration.
On June 6, 2022, Mr. Gross purchased 13,124
shares of Common Stock in the open market for a weighted average price of $3.74 per share from personal funds. On June 14, 2022, Mr.
Gross purchased 20,000 shares of Common Stock in the open market for a weighted average price of $2.47 per share from personal funds.
Effective September 6, 2022, Idealab Studio
distributed 1,070,707 shares of Common Stock of the Issuer in a pro rata distribution to its members for no consideration. As a result
of the distribution, the Gross Trust received 414,363 shares of Common Stock and Idealab Holdings received 114,411 shares of Common Stock.
On November 18, 2022, Mr. Gross purchased
50,000 shares of Common Stock in the open market for $1 per share from personal funds.
On April 12, 2023, Mr. Gross purchased 1,000,000
shares of Common Stock upon the exercise of vested options at an exercise price of $0.09 per share in cash paid from personal funds.
From May 17, 2023 to June 9, 2023, Mr. Gross
purchased an aggregate of 3,209,710 shares of Common Stock upon the exercise of vested options at an exercise price of $0.09 per share
in cash paid from personal funds. In addition, following the completion of purchases on each date that a purchase was made, Mr. Gross
sold a number of shares of Common Stock equal to the number purchased on that date in the open market for a weighted average price of
$0.25 per share. Following the aforementioned exercises, Mr. Gross no longer holds any vested options with an exercise price of $0.09
per share.
| CUSIP 42329W 105 | Page 6 of 6 |
| Item 5. | Interest in Securities of the Issuer. |
(a)-(b) See responses to Item 5 on each cover page.
| (c) | Except as set forth on Appendix A
to this Amendment No. 4, the Reporting Persons have not engaged in any transactions in the
Issuer’s Common Stock since the most recent filing of this Schedule 13D, which occurred
within the past sixty days, through June 9, 2023. |
| (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. |
As a result of the Proposal,
the Reporting Persons may be deemed to have formed a “group,” within the meaning of Section 13(d)(3) of the Exchange Act,
and Rule 13d-5(b)(1) thereunder, with Prime Mover Lab Fund I, LP, a Delaware limited partnership (“PML”), and/or
certain affiliates of each. Accordingly, the “group” may be deemed to beneficially own (and may be deemed to have shared
voting and dispositive power over) an aggregate of 47,889,699 shares of Common Stock (including 5,360,329 shares issuable upon the exercise
of options within 60 days of June 9, 2023 beneficially held by Mr. Gross and with respect to which Mr. Gross has sole voting and
dispositive power), representing approximately 23.2% of the outstanding shares of Common Stock as of June 1, 2023, reported as 198,299,649
in the Schedule 14A filed by the Issuer with the Securities and Exchange Commission on June 7, 2023, plus 2,543,587 shares of Common
Stock subsequently issued upon the exercise of options held by Mr. Gross through June 9, 2023 and 5,360,329 shares of Common Stock issuable
upon the exercise of options held by Mr. Gross within 60 days of June 9, 2023. The number of shares of Common Stock that may be beneficially
owned by PML and/or certain affiliates is based solely on the Schedule 13D/A filed by PML with the Securities and Exchange Commission
on April 13, 2023. The filing of this Amendment No. 4 shall not be deemed an admission that the Reporting Persons are members of a “group”
for purposes of Section 13(d) of the Exchange Act.
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:
June 9, 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 |
| |
CONTINUUM
RENEWABLES, INC.
|
|
| |
| By: |
/s/ Paul Browning |
|
| Name: Paul Browning |
| 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)
Appendix A
TRANSACTIONS
The following table sets forth all transactions with respect
to the Common Stock effected since the most recent filing of this Schedule 13D through June 9, 2023 by the Reporting Persons or on behalf
of the Reporting Persons in respect of the shares of Common Stock.
| Date |
Effected
By |
Nature
of Transaction |
Quantity |
Price
|
| 5/17/2023 |
William
Gross |
Purchase
Option Exercise |
153,069 |
$0.09 |
| 5/17/2023 |
William
Gross |
Open
Market Sale |
153,069 |
$0.29
(1) |
| 5/18/2023 |
William
Gross |
Purchase
Option Exercise |
340 |
$0.09 |
| 5/18/2023 |
William
Gross |
Open
Market Sale |
340 |
$0.28 |
| 5/23/2023 |
William
Gross |
Purchase
Option Exercise |
94,826 |
$0.09 |
| 5/23/2023 |
William
Gross |
Open
Market Sale |
94,826 |
$0.26
(2) |
| 5/24/2023 |
William
Gross |
Purchase
Option Exercise |
56,523 |
$0.09 |
| 5/24/2023 |
William
Gross |
Open
Market Sale |
56,523 |
$0.26
(3) |
| 5/25/2023 |
William
Gross |
Purchase
Option Exercise |
335,653 |
$0.09 |
| 5/25/2023 |
William
Gross |
Open
Market Sale |
335,653 |
$0.26
(4) |
| 5/30/2023 |
William
Gross |
Purchase
Option Exercise |
300 |
$0.09 |
| 5/30/2023 |
William
Gross |
Open
Market Sale |
300 |
$0.26 |
| 6/1/2023 |
William
Gross |
Purchase
Option Exercise |
25,412 |
$0.09 |
| 6/1/2023 |
William
Gross |
Open
Market Sale |
25,412 |
$0.26
(5) |
| 6/2/2023 |
William
Gross |
Purchase
Option Exercise |
3,587 |
$0.09 |
| 6/2/2023 |
William
Gross |
Open
Market Sale |
3,587 |
$0.26 |
| 6/5/2023 |
William
Gross |
Purchase
Option Exercise |
91,463 |
$0.09 |
| 6/5/2023 |
William
Gross |
Open
Market Sale |
91,463 |
$0.25
(6) |
| 6/6/2023 |
William
Gross |
Purchase
Option Exercise |
210,239 |
$0.09 |
| 6/6/2023 |
William
Gross |
Open
Market Sale |
210,239 |
$0.24
(7) |
| 6/7/2023 |
William
Gross |
Purchase
Option Exercise |
1,559,530 |
$0.09 |
| 6/7/2023 |
William
Gross |
Open
Market Sale |
1,559,530 |
$0.25
(8) |
| 6/8/2023 |
William
Gross |
Purchase
Option Exercise |
204,255 |
$0.09 |
| 6/8/2023 |
William
Gross |
Open
Market Sale |
204,255 |
$0.22
(9) |
| 6/8/2023 |
William
Gross |
Purchase
Option Exercise |
474,513 |
$0.09 |
| 6/8/2023 |
William
Gross |
Open
Market Sale |
474,513 |
$0.23
(10) |
(1) The sale price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from $0.28 to $0.29, inclusive. Mr. Gross undertakes to provide to the Issuer,
any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding
the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (10) to this Appendix A.
(2) The sale price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from $0.26 to $0.27, inclusive.
(3) The sale price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from $0.26 to $0.27, inclusive.
(4) The sale price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from $0.26 to $0.27, inclusive.
(5) The sale price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from $0.26 to $0.26, inclusive.
(6) The sale price reported is a weighted average price.
These shares were sold in multiple transactions at prices ranging from $0.24 to $0.26, inclusive.
(7) The sale price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from $0.23 to $0.25, inclusive.
(8) The sale price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from $0.24 to $0.27, inclusive.
(9) The sale price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from $0.21 to $0.24, inclusive.
(10) The sale price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from $0.23 to $0.24, inclusive.