SEC FORM 4

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

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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

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)
06/18/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/18/2014		C		123	A	⁽¹⁾	263	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Common Stock	06/18/2014		C		144	A	⁽³⁾	407	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Common Stock	06/18/2014		C		1,996	A	⁽⁴⁾	2,403	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Common Stock	06/18/2014		C		1,102	A	⁽⁴⁾	3,505	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Common Stock	06/18/2014		P		68,726	A	$6.875⁽⁵⁾	72,231	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Common Stock	06/18/2014		P		37,617	A	$6.875⁽⁶⁾	109,848	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Common Stock	06/18/2014		P		34,019	A	$6.875⁽⁷⁾	143,867	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Common Stock	06/18/2014		P		41,543	A	$6.875⁽⁸⁾	185,410	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Common Stock	06/18/2014		P		19,307	A	$6.875⁽⁹⁾	204,717	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Common Stock	06/18/2014		P		44,973	A	$11	249,690	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Common Stock	06/18/2014		C		831	A	⁽¹⁾	1,882	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		C		1,076	A	⁽³⁾	2,958	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		C		510	A	⁽¹⁰⁾	3,468	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		C		12	A	⁽⁴⁾	3,480	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		C		22,635	A	⁽⁴⁾	26,115	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		C		9,355	A	⁽⁴⁾	35,470	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		P		779,720	A	$6.875⁽¹¹⁾	815,190	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		P		319,451	A	$6.875⁽¹²⁾	1,134,641	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		P		283,557	A	$6.875⁽¹³⁾	1,418,198	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		P		585,779	A	$6.875⁽¹⁴⁾	2,003,977	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		P		161,326	A	$6.875⁽¹⁵⁾	2,165,303	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		P		455,027	A	$11	2,620,330	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	06/18/2014		C			77,481	08/14/2009	⁽¹⁶⁾	Common Stock	123⁽¹⁾	⁽¹⁾	0	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	06/18/2014		C			522,243	08/14/2009	⁽¹⁶⁾	Common Stock	831⁽¹⁾	⁽¹⁾	0	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Series A Preferred Stock	⁽³⁾	06/18/2014		C			91,141	09/14/2009	⁽¹⁶⁾	Common Stock	144⁽³⁾	⁽³⁾	0	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Series A Preferred Stock	⁽³⁾	06/18/2014		C			679,933	09/14/2009	⁽¹⁶⁾	Common Stock	1,076⁽³⁾	⁽³⁾	0	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁰⁾	06/18/2014		C			280,909	09/22/2010	⁽¹⁶⁾	Common Stock	510⁽¹⁰⁾	⁽¹⁰⁾	0	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		C			10,000	05/09/2013	⁽¹⁶⁾	Common Stock	12⁽⁴⁾	⁽⁴⁾	0	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$0.0001	06/18/2014		X			1,658,741	03/28/2013	03/28/2023	Series C Preferred Stock	1,658,741⁽¹⁷⁾	$0.00⁽¹⁷⁾	0	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		X		1,658,741		06/18/2014	⁽¹⁶⁾	Common Stock	2,011	$0.00⁽⁴⁾	1,658,741	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		S⁽¹⁷⁾			12,437	06/18/2014	⁽¹⁶⁾	Common Stock	15	$0.0133⁽¹⁷⁾	1,646,304	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		C			1,646,304	06/18/2014	⁽¹⁶⁾	Common Stock	1,996⁽⁴⁾	⁽⁴⁾	0	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$0.0001	06/18/2014		X			18,808,882	03/28/2013	03/28/2023	Series C Preferred Stock	18,808,882	$0.00⁽¹⁸⁾	0	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		X		18,808,882		06/18/2014	⁽¹⁶⁾	Common Stock	22,806	$0.00⁽⁴⁾	18,808,882	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		S⁽¹⁸⁾			141,023	06/18/2014	⁽¹⁶⁾	Common Stock	171	$0.0133⁽¹⁸⁾	18,667,859	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		C			18,667,859	06/18/2014	⁽¹⁶⁾	Common Stock	22,635⁽⁴⁾	⁽⁴⁾	0	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$0.0001	06/18/2014		X			915,383	05/06/2013	03/28/2023	Series C Preferred Stock	915,383	$0.00⁽¹⁹⁾	0	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		X		915,383		06/18/2014	⁽¹⁶⁾	Common Stock	1,110	$0.00⁽⁴⁾	915,383	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		S⁽¹⁹⁾			6,864	06/18/2014	⁽¹⁶⁾	Common Stock	8	$0.0133⁽¹⁹⁾	908,519	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		C			908,519	06/18/2014	⁽¹⁶⁾	Common Stock	1,102⁽⁴⁾	⁽⁴⁾	0	I	Held by Reservoir Capital Master Fund, L.P.⁽²⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$0.0001	06/18/2014		X			7,773,556	05/06/2013	03/28/2023	Series C Preferred Stock	7,773,556	$0.00⁽²⁰⁾	0	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		X		7,773,556		06/18/2014	⁽¹⁶⁾	Common Stock	9,425	$0.00⁽⁴⁾	7,773,556	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		S⁽²⁰⁾			58,284	06/18/2014	⁽¹⁶⁾	Common Stock	71	$0.0133⁽²⁰⁾	7,715,272	I	Held by Reservoir Capital Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		C			7,715,272	06/18/2014	⁽¹⁶⁾	Common Stock	9,355⁽⁴⁾	⁽⁴⁾	0	I	Held by Reservoir Capital Partners, L.P.⁽²⁾

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^*

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^*

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^*

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)

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^*

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 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^*

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)

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 August 14, 2009 converted to Common Stock on a 0.00159191-for-1 basis.

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.

3. 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 14, 2009 converted to Common Stock on a 0.00158300-for-1 basis.

4. 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.

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 $428,895 plus accrued and unpaid interest on the Senior Subordinated Convertible Note issued to the reporting person on March 28, 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.

6. 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 $236,688 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.

7. 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 $199,505 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on June 11, 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.

8. 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 $249,301 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on September 26, 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.

9. 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 $108,829 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on December 6, 2011, 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.

10. 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 September 22, 2010 converted to Common Stock on a 0.00181579-for-1 basis.

11. 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 $4,865,936 plus accrued and unpaid interest on the Senior Subordinated Convertible Note issued to the reporting person on March 28, 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.

12. 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 $2,009,983 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.

13. 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 $1,662,913 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on June 11, 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.

14. 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 $3,515,260 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on September 26, 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.

15. 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 $909,350 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the reporting person on December 6, 2011, 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.

16. Not applicable.

17. 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 12,437 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 1,646,304 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.

18. 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 141,023 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 18,667,859 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.

19. 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 6,864 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 908,519 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.

20. 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 58,284 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 7,715,272 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.

Remarks:

Due to the disposition of shares of Series C preferred stock convertible into an aggregate of 265 shares of common stock upon the automatic net exercise of the warrants to purchase Series C preferred stock at the equivalent of the initial public offering price of $11.00 in connection with the Issuer's initial public offering and the acquisition of shares of common stock upon automatic conversion of the convertible notes into shares of common stock at 62.5% of the initial public offering price, the reporting persons have agreed to disgorge the profits of $1,093 with respect to such transactions.

	/s/ John P. Condon, Attorney-in-fact for Craig A. Huff	06/20/2014
	/s/ John P. Condon, Attorney-in-fact for Reservoir Capital Partners, L.P.	06/20/2014
	/s/ John P. Condon, Attorney-in-fact for Reservoir Capital Master Fund, L.P.	06/20/2014
	/s/ John P. Condon, Attorney-in-fact for Daniel Stern	06/20/2014
	/s/ John P. Condon, Attorney-in-fact for RCGM, LLC	06/20/2014
	/s/ John P. Condon, Attorney-in-fact for Reservoir Capital Group, L.L.C.	06/20/2014
	/s/ John P. Condon, Attorney-in-fact for Reservoir Capital Partners (Cayman), L.P.	06/20/2014
	/s/ John P. Condon, Attorney-in-fact for RCP GP, LLC	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).
** 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.