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^*

HUFF CRAIG A

(Last)

(First)

(Middle)

C/O RESERVOIR CAPITAL GROUP, L.L.C.

767 FIFTH AVENUE, 16TH FLOOR

(Street)

NEW YORK

10153

(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	X	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)

	Form filed by One Reporting Person
X	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	140	I	Held by Reservoir Capital Master Fund, L.P.⁽¹⁾
Common Stock	1,051	I	Held by Reservoir Capital Partners, L.P.⁽¹⁾

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	⁽²⁾	Common Stock	123⁽³⁾	⁽³⁾	I	Held by Reservoir Capital Master Fund, L.P.⁽¹⁾
Series A Preferred Stock	08/14/2009	⁽²⁾	Common Stock	831⁽³⁾	⁽³⁾	I	Held by Reservoir Capital Partners, L.P.⁽¹⁾
Series A Preferred Stock	09/14/2009	⁽²⁾	Common Stock	144⁽⁴⁾	⁽⁴⁾	I	Held by Reservoir Capital Master Fund, L.P.⁽¹⁾
Series A Preferred Stock	09/14/2009	⁽²⁾	Common Stock	1,076⁽⁴⁾	⁽⁴⁾	I	Held by Reservoir Capital Partners, L.P.⁽¹⁾
Series B Preferred Stock	09/22/2010	⁽²⁾	Common Stock	510⁽⁵⁾	⁽⁵⁾	I	Held by Reservoir Capital Partners, L.P.⁽¹⁾
Series C Preferred Stock	03/28/2013	⁽²⁾	Common Stock	12⁽⁶⁾	⁽⁶⁾	I	Held by Reservoir Capital Partners, L.P.⁽¹⁾
Warrant to Purchase Series C Preferred Stock	03/28/2013	03/28/2023	Common Stock	1,996⁽⁷⁾	⁽⁷⁾	I	Held by Reservoir Capital Master Fund, L.P.⁽¹⁾
Warrant to Purchase Series C Preferred Stock	03/28/2013	03/28/2023	Common Stock	22,634⁽⁷⁾	⁽⁷⁾	I	Held by Reservoir Capital Partners, L.P.⁽¹⁾
Warrant to Purchase Series C Preferred Stock	05/06/2013	03/28/2023	Common Stock	1,101⁽⁷⁾	⁽⁷⁾	I	Held by Reservoir Capital Master Fund, L.P.⁽¹⁾
Warrant to Purchase Series C Preferred Stock	05/06/2013	03/28/2023	Common Stock	9,354⁽⁷⁾	⁽⁷⁾	I	Held by Reservoir Capital Partners, L.P.⁽¹⁾
Warrant to Purchase Common Stock	06/10/2008	06/10/2016	Common Stock	0⁽⁸⁾	$24.74⁽⁸⁾	I	Held by Reservoir Capital Master Fund, L.P.⁽¹⁾
Warrant to Purchase Common Stock	06/10/2008	06/10/2016	Common Stock	0⁽⁸⁾	$24.74⁽⁸⁾	I	Held by Reservoir Capital Partners, L.P.⁽¹⁾

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

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

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. Not applicable.

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 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.

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 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.

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 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.

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 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.

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 this warrant and the exercise price of this warrant assume a 1-for-824.7412544 reverse stock split in connection with the Issuer's initial public offering.

Remarks:

	/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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