Aspen Aerogels (ASPN) Form 3 ASPEN AEROGELS / Jeffrey Alan Ball ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ball Jeffrey Alan

(Last) (First) (Middle)

C/O ASPEN AEROGELS, INC.

30 FORBES ROAD, BUILDING B

(Street)

NORTHBOROUGH MA 01532

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2015

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,555(1)	D
Common Stock	8,620(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	(3)	08/07/2023	Common Stock	600(4)	74.23(4)	D
Stock option (right to buy)	(3)	08/07/2023	Common Stock	2,102(4)	74.23(4)	D
Stock option (right to buy)	(5)	09/10/2024	Common Stock	46,553	10.78	D
Stock option (right to buy)	(6)	03/11/2025	Common Stock	15,615	7.54	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon vesting. The RSU vests as to 25% of the shares on September 10, 2015 and as to an additional 25% of the shares each successive twelve-month period thereafter, until September 10, 2018.

2. Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon vesting. The RSU vests as to 33.33% of the shares on March 11, 2016 and as to an additional 33.33% of the shares each successive twelve-month period thereafter, until March 11, 2018.

3. This option vested as to 40% of the shares on August 7, 2013 and vests as to 1.667% of the shares per month thereafter until August 7, 2016.

4. The number of shares underlying this option and the exercise price of this option assume a 1-for-824.7412544 reverse stock split in connection with the Issuer's initial public offering.

5. This option vests as to 25% of the shares on September 10, 2015 and as to an additional 25% of the shares each successive twelve-month period thereafter, until September 10, 2018.

6. The option vests as to 33.33% of the shares on March 11, 2016 and as to an additional 33.33% of the shares each successive twelve-month period thereafter, until September 10, 2018.

Remarks:

	/s/ Hannah C. Coman, Attorney-in-fact	08/20/2015
	** 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 5 (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.
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