Daniel H Stern Form 4 ASPEN AEROGELS / DANIEL H STERN ownership change

SEC Form 4

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^*

HUFF CRAIG A

(Last) (First) (Middle)

C/O RESERVOIR CAPITAL GROUP, L.L.C.

767 FIFTH AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASPEN AEROGELS INC [ ASPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	11/08/2016		S		816	D	$3.9484	250,987	I	Held by Reservoir Capital Master Fund, L.P.(1)
Common Stock	11/08/2016		S		19,306	D	$3.9484	2,634,258	I	Held by Reservoir Capital Partners, L.P.(1)
Common Stock								10,736	D(2)(3)

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 (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

1. Name and Address of Reporting Person^*

HUFF CRAIG A

(Last) (First) (Middle)

C/O RESERVOIR CAPITAL GROUP, L.L.C.

767 FIFTH AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RESERVOIR CAPITAL PARTNERS LP

(Last) (First) (Middle)

C/O RESERVOIR CAPITAL GROUP, L.L.C.

767 FIFTH AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RESERVOIR CAPITAL MASTER FUND LP

(Last) (First) (Middle)

C/O RESERVOIR CAPITAL GROUP, L.L.C.

767 FIFTH AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STERN DANIEL H

(Last) (First) (Middle)

C/O RESERVOIR CAPITAL GROUP, L.L.C.

767 FIFTH AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RCGM LLC

(Last) (First) (Middle)

C/O RESERVOIR CAPITAL GROUP, L.L.C.

767 FIFTH AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RESERVOIR CAPITAL GROUP LLC

(Last) (First) (Middle)

767 FIFTH AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RESERVOIR CAPITAL PARTNERS CAYMAN LP

(Last) (First) (Middle)

C/O RESERVOIR CAPITAL GROUP, L.L.C.

767 FIFTH AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RCP GP, LLC

(Last) (First) (Middle)

C/O RESERVOIR CAPITAL GROUP, L.L.C.

767 FIFTH AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

Explanation of Responses:

1. The securities held by Reservoir Capital Partners, L.P. ("RCP") and Reservoir Capital Master Fund, L.P. ("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. Amounts in Column 5 of Table 1 reflect changes in form of beneficial ownership that have occurred since the most recent prior statement filed by the Reporting Persons.

2. Restricted shares of common stock representing a portion of the annual grant of equity for service as a nonemployee director pursuant to the Issuer's Non-Employee Director Compensation Policy. These restricted shares will vest on the earlier of (a) June 24, 2017 or (b) the day prior to the Issuer's annual meeting of stockholders to be held in 2017. Pursuant to an arrangement between Mr. Huff, RCP and 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. (cont'd in FN 3)

3. (cont'd from FN 2) 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.

	/s/ Craig A. Huff	11/10/2016
	/s/ Reservoir Capital Partners, L.P., by RCP GP, LLC, its general partner, by Craig A. Huff, Co-Chief Executive Officer	11/10/2016
	/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	11/10/2016
	/s/ Daniel H. Stern	11/10/2016
	/s/ RCGM, LLC, by Craig A. Huff, Senior Managing Director	11/10/2016
	/s/ Reservoir Capital Group, L.L.C., by Craig A. Huff, Co-Chief Executive Officer	11/10/2016
	/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	11/10/2016
	/s/ RCP GP, LLC, by Craig A. Huff, Co-Chief Executive Officer	11/10/2016
	** Signature of Reporting Person	Date
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