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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Young Donald R (Last) (First) (Middle) C/O ASPEN AEROGELS, INC. 30 FORBES ROAD, BUILDING B (Street) NORTHBOROUGH MA 01532 (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 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 06/18/2014
	4. 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 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	06/18/2014		C		2	A	(1)	2	D
Common Stock	06/18/2014		C		6	A	(2)	8	D
Common Stock	06/18/2014		A		209	A	$6.875(3)	217	D
Common Stock	06/18/2014		A		169	A	$6.875(4)	386	D
Common Stock	06/18/2014		A		99	A	$6.875(5)	485	D
Common Stock	06/18/2014		P		9,091	A	$11(6)	9,576	D

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
Series A Preferred Stock	(1)	06/18/2014		C			1,292	09/10/2009	(7)	Common Stock	2(1)	(1)	0	D
Series B Preferred Stock	(8)	06/18/2014		C			155	10/20/2010	(7)	Common Stock	0(8)(9)	(8)	0	D
Warrant to Purchase Series C Preferred Stock (right to buy)	$0.0001	06/18/2014		X			5,100	05/06/2013	03/28/2023	Series C Preferred Stock	5,100	$0.00(10)	0	D
Series C Preferred Stock	(2)	06/18/2014		X		5,100		06/18/2014	(7)	Common Stock	6	$0.00(2)	5,100	D
Series C Preferred Stock	(2)	06/18/2014		F(10)			39	06/18/2014	(7)	Common Stock	0	$0.0133(10)	5,061	D
Series C Preferred Stock	(2)	06/18/2014		C			5,061	06/18/2014	(7)	Common Stock	6(2)	(2)	0	D
Stock Option (right to buy)	$74.23	06/18/2014		A		26,276		(11)	08/07/2023	Common Stock	26,276	$0.00	26,276	D

Explanation of Responses:

1. The Series A Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series A Preferred Stock issued on September 10, 2009 converted to Common Stock on a 0.00158415-for-1 basis.

2. The Series C Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series C Preferred Stock converted to Common Stock on a 0.00121250-for-1 basis.

3. Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $1,319 plus accrued and unpaid interest on the Senior Subordinated Convertible Note issued to the reporting person on May 6, 2013, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.

4. Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $1,000 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on July 17, 2012, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.

5. Upon the closing of the Issuer's initial public offering on June 18, 2014, the reporting person was issued shares of common stock upon the automatic conversion of the principal amount of $570 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on March 1, 2012, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share.

6. Reflects shares the reporting person purchased in the initial public offering at the initial public offering price of $11.00 per share.

7. Not applicable.

8. The Series B Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series B Preferred Stock issued on October 20, 2010 converted to Common Stock on a 0.00179737-for-1 basis.

9. The reporting person's shares of Series B Preferred Stock converted into less than one share of common stock and the Issuer paid cash in lieu of the fractional share, so no shares of common stock were issued to the reporting person upon such conversion.

10. Immediately prior to the consummation of the Issuer's initial public offering, the warrants to purchase Series C preferred stock were automatically exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 39 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 5,061 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock equivalent to the initial public offering price of $11.00 per share of common stock.

11. The vesting of this option was subject to the consummation of the Issuer's initial public offering. Upon the consummation of the Issuer's initial public offering, 40% of the shares subject to these options, plus an additional 1.667% of the shares for each month that occurred between August 7, 2013 and the consummation of the offering vested, and 1.667% of the shares will vest in equal monthly installments each month following the consummation of this offering until August 7, 2016.

Remarks:

	/s/ John P. Condon, Attorney-in-fact	06/20/2014
	** 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).
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