Kelley Conte Form 3 ASPEN AEROGELS / Kelley Conte 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^*

Conte Kelley

(Last) (First) (Middle)

C/O. ASPEN AEROGELS, INC.

30 FORBES ROAD, BLDG B

(Street)

NORTHBOROUGH MA 01532

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2016

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)
Vice President,Human Resources

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	12,886(1)	D
Common Stock	18,796(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 Options (right to buy)	(3)	11/11/2025	Common Stock	24,609	5.82	D
Stock Options (right to buy)	(4)	03/01/2026	Common Stock	36,717	3.99	D

Explanation of Responses:

1. These are restricted stock units ("RSU"), each of which represents the right to receive one share of common stock upon vesting. These RSUs were granted by the Registrant on November 11, 2015 and vest as to one-third of the shares on November 11, 2016, an additional one-third of the shares on November 11, 2017, and the remaining one-third of the shares on November 11, 2018.

2. These are RSUs each of which represents the right to receive one share of common stock upon vesting. These RSUs were granted by the Registrant on March 1, 2016 and vest as to one-third of the shares on March 1, 2017, an additional one-third of the shares on March 1, 2018, and the remaining one-third of the shares on March 1, 2019.

3. The options, originally granted on November 11, 2015, will vest as to one-third of the shares on November 11, 2016, an additional one-third of the shares on November 11, 2017 and the remaining one-third of the shares on November 11, 2018.

4. The options, originally granted on March 1, 2016, will vest as to one-third of the shares on March 1, 2017, an additional one-third of the shares on March 1, 2018 and the remaining one-third of the shares on March 1, 2019.

Remarks:

	/s/ Poongunran Muthukumaran, Attorney-in-fact	03/03/2016
	** 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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