SEC FORM 3

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^*

Prend David J

(Last)

(First)

(Middle)

C/O ROCKPORT CAPITAL PARTNERS

160 FEDERAL STREET, 18TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2014

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

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

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

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	59⁽¹⁾	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Common Stock	361⁽¹⁾	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Common Stock	63⁽¹⁾	I	Held by Rockport S II, LLC⁽²⁾
Common Stock	42⁽¹⁾	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	08/14/2009	⁽³⁾	Common Stock	545⁽⁴⁾	⁽⁴⁾	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Series A Preferred Stock	09/14/2009	⁽³⁾	Common Stock	379⁽⁵⁾	⁽⁵⁾	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Series A Preferred Stock	09/14/2009	⁽³⁾	Common Stock	64⁽⁵⁾	⁽⁵⁾	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Series A Preferred Stock	09/14/2009	⁽³⁾	Common Stock	152⁽⁵⁾	⁽⁵⁾	I	Held by Rockport S II, LLC⁽²⁾
Series B Preferred Stock	09/22/2010	⁽³⁾	Common Stock	62⁽⁶⁾	⁽⁶⁾	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Series B Preferred Stock	09/22/2010	⁽³⁾	Common Stock	147⁽⁶⁾	⁽⁶⁾	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Series B Preferred Stock	09/22/2010	⁽³⁾	Common Stock	32⁽⁶⁾	⁽⁶⁾	I	Held by Rockport S II, LLC⁽²⁾
Series B Preferred Stock	09/22/2010	⁽³⁾	Common Stock	7⁽⁶⁾	⁽⁶⁾	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Warrant to Purchase Series C Preferred Stock	05/06/2013	03/28/2023	Common Stock	3,723⁽⁷⁾	⁽⁷⁾	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Warrant to Purchase Series C Preferred Stock	05/06/2013	03/28/2023	Common Stock	2,327⁽⁷⁾	⁽⁷⁾	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Warrant to Purchase Series C Preferred Stock	05/06/2013	03/28/2023	Common Stock	1,000⁽⁷⁾	⁽⁷⁾	I	Held by Rockport S II, LLC⁽²⁾
Warrant to Purchase Series C Preferred Stock	05/06/2013	03/28/2023	Common Stock	251⁽⁷⁾	⁽⁷⁾	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Warrants to Purchase Common Stock	06/10/2008	06/10/2016	Common Stock	1⁽⁸⁾	$24.74⁽⁸⁾	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Warrant to Purchase Common Stock	06/10/2008	06/10/2016	Common Stock	0⁽⁸⁾	$24.74⁽⁸⁾	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Warrant to Purchase Common Stock	06/10/2008	06/10/2016	Common Stock	0⁽⁸⁾	$24.74⁽⁸⁾	I	Held by Rockport S II, LLC⁽²⁾
Warrant to Purchase Common Stock	06/10/2008	06/10/2016	Common Stock	0⁽⁸⁾	$24.74⁽⁸⁾	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾

Explanation of Responses:

1. The number of shares assumes a 1-for-824.7412544 reverse stock split in connection with the Issuer's initial public offering.

2. Mr. Prend is a managing member of RockPort Capital I, LLC, RockPort Capital II, LLC, RockPort SGII, LLC and RP Co-Investment Fund I GP, LLC, which are the general partners, respectively, of RockPort Capital Partners, L.P., RockPort Capital Partners II, L.P., RockPort SII, LLC and RP Co-Investment Fund I, LP. Mr. Prend disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. Not applicable.

4. The shares of preferred stock will convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. These shares of Series A Preferred Stock issued on August 14, 2009 will convert on a 0.00159191-for-1 basis, assuming the Issuer effects a 1-for-824.7412544 reverse split of its common stock prior to the closing of its initial public offering, and such conversion rate is reflected in the amount of common stock underlying the security.

5. The shares of preferred stock will convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. These shares of Series A Preferred Stock issued on September 14, 2009 will convert on a 0.00158300-for-1 basis, assuming the Issuer effects a 1-for-824.7412544 reverse split of its common stock prior to the closing of its initial public offering, and such conversion rate is reflected in the amount of common stock underlying the security.

6. The shares of preferred stock will convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. These shares of Series B Preferred Stock issued on September 22, 2010 will convert on a 0.00181579-for-1 basis, assuming the Issuer effects a 1-for-824.7412544 reverse split of its common stock prior to the closing of its initial public offering, and such conversion rate is reflected in the amount of common stock underlying the security.

7. This warrant will be automatically net exercised for shares of Series C Preferred Stock and such shares of Series C Preferred Stock will convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The shares of Series C Preferred Stock will convert on a 0.00121250-for-1 basis, assuming the Issuer effects a 1-for-824.7412544 reverse split of its common stock prior to the closing of its initial public offering, and such conversion rate is reflected in the amount of common stock underlying the security.

8. The number of shares underlying these warrants and the exercise prices of these warrants assume a 1-for-824.7412544 reverse stock split in connection with the Issuer's initial public offering.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ John P. Condon, Attorney-in-fact	06/12/2014
	** 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 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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