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*
HUFF CRAIG A

(Last) (First) (Middle)
C/O RESERVOIR CAPITAL GROUP, L.L.C.
767 FIFTH AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10153

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 12/09/2014 J(1) 4,766 A $0 254,456 I Held by Reservoir Capital Master Fund, L.P.(2)
Common Stock 12/09/2014 J(1) 39,108 A $0 2,659,438 I Held by Reservoir Capital Partners, L.P.(2)
Common Stock 7,727 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
1. Name and Address of Reporting Person*
HUFF CRAIG A

(Last) (First) (Middle)
C/O RESERVOIR CAPITAL GROUP, L.L.C.
767 FIFTH AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RESERVOIR CAPITAL PARTNERS LP

(Last) (First) (Middle)
C/O RESERVOIR CAPITAL GROUP, L.L.C.
767 FIFTH AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RESERVOIR CAPITAL MASTER FUND LP

(Last) (First) (Middle)
C/O RESERVOIR CAPITAL GROUP, L.L.C.
767 FIFTH AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STERN DANIEL H

(Last) (First) (Middle)
C/O RESERVOIR CAPITAL GROUP, L.L.C.
767 FIFTH AVENUE, 16TH FLOOR

(Street)
WHITE PLAINS NY 10153

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RCGM LLC

(Last) (First) (Middle)
C/O RESERVOIR CAPITAL GROUP, L.L.C.
767 FIFTH AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RESERVOIR CAPITAL GROUP LLC

(Last) (First) (Middle)
C/O RESERVOIR CAPITAL GROUP, L.L.C.
767 FIFTH AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RESERVOIR CAPITAL PARTNERS CAYMAN LP

(Last) (First) (Middle)
C/O RESERVOIR CAPITAL GROUP, L.L.C.
767 FIFTH AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RCP GP, LLC

(Last) (First) (Middle)
C/O RESERVOIR CAPITAL GROUP, L.L.C.
767 FIFTH AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pro rata distributions from limited partnerships in which the holder is a limited partner.
2. The securities held by Reservoir Capital Partners, L.P. ("RCP") or Reservoir Capital Master Fund, L.P. ("RCMF") may be deemed to be beneficially owned by Craig A. Huff and Daniel Stern, who are the senior managing members (the "Reservoir Members") of RCGM, LLC ("RCGM"). RCGM is the managing member of Reservoir Capital Group, L.L.C. ("RCG"), which is the general partner of Reservoir Capital Partners (Cayman), L.P. ("RCP Cayman"), which is the sole member of RCP GP, LLC ("RCP GP"), and which is the general partner of RCP. RCG is the general partner of RCMF. Each of the Reservoir Members, RCGM, RCG, RCP Cayman and RCP GP disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
/s/ John P. Condon, Attorney-in-fact for Craig A. Huff 12/22/2014
/s/ John P. Condon, Attorney-in-fact for Reservoir Capital Partners, L.P. 12/22/2014
/s/ John P. Condon, Attorney-in-fact for Reservoir Capital Master Fund, L.P. 12/22/2014
/s/ John P. Condon, Attorney-in-fact for Daniel Stern 12/22/2014
/s/ John P. Condon, Attorney-in-fact for RCGM, LLC 12/22/2014
/s/ John P. Condon, Attorney-in-fact for Reservoir Capital Group, L.L.C. 12/22/2014
/s/ John P. Condon, Attorney-in-fact for Reservoir Capital Partners (Cayman), L.P. 12/22/2014
/s/ John P. Condon, Attorney-in-fact for RCP GP, LLC 12/22/2014
** 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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.