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^*

Young Donald R

(Last)

(First)

(Middle)

C/O ASPEN AEROGELS, INC.

30 FORBES ROAD, BUILDING B

(Street)

NORTHBOROUGH

01532

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

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)

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	09/10/2009	⁽¹⁾	Common Stock	2⁽²⁾	⁽²⁾	D
Series B Preferred Stock	10/20/2010	⁽¹⁾	Common Stock	0⁽³⁾	⁽³⁾	D
Warrants to Purchase Series C Preferred Stock	05/06/2013	03/28/2023	Common Stock	6⁽⁴⁾	⁽⁴⁾	D
Stock Option (right to buy)	⁽⁵⁾	08/07/2023	Common Stock	6,779⁽⁶⁾	$74.23⁽⁶⁾	D
Stock Option (right to buy)	⁽⁵⁾	08/07/2023	Common Stock	726⁽⁶⁾	$74.23⁽⁶⁾	I	Held by Mr. Young's children
Stock Option (right to buy)	⁽⁷⁾	11/11/2019	Common Stock	18⁽⁶⁾	$1,814.43⁽⁶⁾	I	Held by Mr. Young's children
Stock Option (right to buy)	⁽⁷⁾	11/11/2019	Common Stock	48⁽⁶⁾	$1,814.43⁽⁶⁾	I	Held by Young Family Trust

Explanation of Responses:

1. Not applicable.

2. 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 10, 2009 will convert on a 0.00158415-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.

3. 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 October 20, 2010 will convert on a 0.00179737-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.

4. 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.

5. 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.

6. 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.

7. All shares underlying this option have vested.

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).
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