| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ASPEN AEROGELS INC [ ASPN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/17/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/17/2015 | A | 7,715(1) | A | $0 | 15,442 | D(2) | |||
| Common Stock | 250,470 | I | Held by Reservoir Capital Master Fund, L.P.(3) | |||||||
| Common Stock | 2,639,455 | I | Held by Reservoir Capital Partners, L.P.(3) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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) | $6.61 | 06/17/2015 | A | 10,228 | (4) | 06/17/2025 | Common Stock | 10,228 | $0 | 10,228 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Reporting Person was granted restricted shares of common stock representing a portion of the annual grant of equity for service as a non-employee director pursuant to the Issuer's Non-Employee Director Compensation Policy. These restricted shares will vest on the earlier of (a) one year from the date of the grant (June 17, 2016) or (b) the day prior to the Issuer's annual meeting of stockholders to be held in 2016. |
| 2. Pursuant to an arrangement between Mr. Huff, Reservoir Capital Partners, L.P. ("RCP") and Reservoir Capital Master Fund, L.P. ("RCMF") (collectively, the "Reservoir Funds"), such shares and options are held by him solely as a nominee for the Reservoir Funds and he is required to transfer such shares and the shares underlying such options to the applicable Reservoir Funds as soon as practicable after such shares can be transferred without restrictions. Such shares and options are included as directly beneficially owned by Mr. Huff, but may also be deemed to be beneficially owned by the other Reporting Persons as a result of such arrangements. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. |
| 3. The securities held by RCP or RCMF may be deemed to be beneficially owned by Craig A. Huff and Daniel Stern, who are the senior managing members (the "Reservoir Members") of RCGM, LLC ("RCGM"). RCGM is the managing member of Reservoir Capital Group, L.L.C. ("RCG"), which is the general partner of Reservoir Capital Partners (Cayman), L.P. ("RCP Cayman"), which is the sole member of RCP GP, LLC ("RCP GP"), and which is the general partner of RCP. RCG is the general partner of RCMF. Each of the Reservoir Members, RCGM, RCG, RCP Cayman and RCP GP disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. |
| 4. The Reporting Person was granted options in lieu of the remaining part of the annual grant of equity for service as a non-employee director pursuant to the Issuer's Non-Employee Director Compensation Policy. The options will vest on the earlier of (a) one year from the date of the grant (June 17, 2016) or (b) the day prior to the Issuer's annual meeting of stockholders to be held in 2016. |
| /s/ Craig A. Huff | 06/19/2015 | |
| /s/ Reservoir Capital Partners, L.P., by RCP GP, LLC, its general partner, by Craig A. Huff, Co-Chief Executive Officer | 06/19/2015 | |
| /s/ Reservoir Capital Master Fund, L.P., by Reservoir Capital Group, L.L.C., its general partner, by Craig A. Huff, Co-Chief Executive Officer | 06/19/2015 | |
| /s/ Daniel H. Stern | 06/19/2015 | |
| /s/ RCGM, LLC, by Craig A. Huff, Senior Managing Director | 06/19/2015 | |
| /s/ Reservoir Capital Group, L.L.C., by Craig A. Huff, Co-Chief Executive Officer | 06/19/2015 | |
| /s/ Reservoir Capital Partners (Cayman), L.P., by Reservoir Capital Group, L.L.C., its general partner, by Craig A. Huff, Co-Chief Executive Officer | 06/19/2015 | |
| /s/ RCP GP, LLC, by Craig A. Huff, Co-Chief Executive Officer | 06/19/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
