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^*

GEORGE KAISER FAMILY FOUNDATION

(Last)

(First)

(Middle)

7030 SOUTH YALE AVENUE, SUITE 600

(Street)

TULSA

74136

(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)

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		2,046	A	⁽¹⁾	2,046	I	Held by GKFF Ventures I, LLC⁽²⁾
Common Stock	06/18/2014		C		396	A	⁽³⁾	2,442	I	Held by GKFF Ventures I, LLC⁽²⁾
Common Stock	06/18/2014		C		332	A	⁽⁴⁾	2,774	I	Held by GKFF Ventures I, LLC⁽²⁾
Common Stock	06/18/2014		C		12	A	⁽⁵⁾	2,786	I	Held by GKFF Ventures I, LLC⁽²⁾
Common Stock	06/18/2014		C		20,932	A	⁽⁵⁾	23,718	I	Held by GKFF Ventures I, LLC⁽²⁾
Common Stock	06/18/2014		C		8,639	A	⁽⁵⁾	32,357	I	Held by GKFF Ventures I, LLC⁽²⁾
Common Stock	06/18/2014		P		721,082	A	$6.875⁽⁶⁾	753,439	I	Held by GKFF Ventures I, LLC⁽²⁾
Common Stock	06/18/2014		P		295,023	A	$6.875⁽⁷⁾	1,048,462	I	Held by GKFF Ventures I, LLC⁽²⁾
Common Stock	06/18/2014		P		212,800	A	$6.875⁽⁸⁾	1,261,262	I	Held by GKFF Ventures I, LLC⁽²⁾
Common Stock	06/18/2014		P		422,146	A	$6.875⁽⁹⁾	1,683,408	I	Held by GKFF Ventures I, LLC⁽²⁾
Common Stock	06/18/2014		P		120,278	A	$6.875⁽¹⁰⁾	1,803,686	I	Held by GKFF Ventures I, LLC⁽²⁾
Common Stock	06/18/2014		P		1,363,636	A	$11	3,167,322	I	Held by GKFF Ventures I, LLC⁽²⁾

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			1,285,123	08/14/2009	⁽¹¹⁾	Common Stock	2,046⁽¹⁾	⁽¹⁾	0	I	Held by GKFF Ventures I, LLC⁽²⁾
Series A Preferred Stock	⁽³⁾	06/18/2014		C			249,952	09/14/2009	⁽¹¹⁾	Common Stock	396⁽³⁾	⁽³⁾	0	I	Held by GKFF Ventures I, LLC⁽²⁾
Series B Preferred Stock	⁽⁴⁾	06/18/2014		C			183,173	09/22/2010	⁽¹¹⁾	Common Stock	332⁽⁴⁾	⁽⁴⁾	0	I	Held by GKFF Ventures I, LLC⁽²⁾
Series C Preferred Stock	⁽⁵⁾	06/18/2014		C			10,000	05/13/2013	⁽¹¹⁾	Common Stock	12⁽⁵⁾	⁽⁵⁾	0	I	Held by GKFF Ventures I, LLC⁽²⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$0.0001	06/18/2014		X			17,393,634	03/28/2013	03/28/2023	Series C Preferred Stock	17,393,634	$0.00⁽¹²⁾	0	I	Held by GKFF Ventures I, LLC⁽²⁾
Series C Preferred Stock	⁽⁵⁾	06/18/2014		X		17,393,634		06/18/2014	⁽¹¹⁾	Common Stock	21,090	$0.00⁽⁵⁾	17,393,634	I	Held by GKFF Ventures I, LLC⁽²⁾
Series C Preferred Stock	⁽⁵⁾	06/18/2014		S⁽¹²⁾			130,412	06/18/2014	⁽¹¹⁾	Common Stock	158	$0.0133⁽¹²⁾	17,263,222	I	Held by GKFF Ventures I, LLC⁽²⁾
Series C Preferred Stock	⁽⁵⁾	06/18/2014		C			17,263,222	06/18/2014	⁽¹¹⁾	Common Stock	20,932⁽⁵⁾	⁽⁵⁾	0	I	Held by GKFF Ventures I, LLC⁽²⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$0.0001	06/18/2014		X			7,179,110	05/06/2013	03/28/2023	Series C Preferred Stock	7,179,110⁽¹³⁾	$0.00⁽¹³⁾	0	I	Held by GKFF Ventures I, LLC⁽²⁾
Series C Preferred Stock	⁽⁵⁾	06/18/2014		X		7,179,110		06/18/2014	⁽¹¹⁾	Common Stock	8,705	$0.00⁽⁵⁾	7,179,110	I	Held by GKFF Ventures I, LLC⁽²⁾
Series C Preferred Stock	⁽⁵⁾	06/18/2014		S⁽¹³⁾			53,827	06/18/2014	⁽¹¹⁾	Common Stock	65	$0.0133⁽¹³⁾	7,125,283	I	Held by GKFF Ventures I, LLC⁽²⁾
Series C Preferred Stock	⁽⁵⁾	06/18/2014		C			7,125,283	06/18/2014	⁽¹¹⁾	Common Stock	8,639⁽⁵⁾	⁽⁵⁾	0	I	Held by GKFF Ventures I, LLC⁽²⁾

1. Name and Address of Reporting Person^*

GEORGE KAISER FAMILY FOUNDATION

(Last)

(First)

(Middle)

7030 SOUTH YALE AVENUE, SUITE 600

(Street)

TULSA

74136

(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^*

GKFF Ventures I, LLC

(Last)

(First)

(Middle)

C/O GEORGE KAISER FAMILY FOUNDATION

7030 SOUTH YALE AVENUE, SUITE 600

(Street)

TULSA

74136

(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^*

Levit Ken

(Last)

(First)

(Middle)

C/O GEORGE KAISER FAMILY FOUNDATION

7030 SOUTH YALE AVENUE, SUITE 600

(Street)

TULSA

74136

(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^*

Thomas Robert

(Last)

(First)

(Middle)

C/O GEORGE KAISER FAMILY FOUNDATION

7030 SOUTH YALE AVENUE, SUITE 600

(Street)

TULSA

74136

(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. GKFF Ventures I, LLC ("GKFF Ventures") is managed by Ken Levit and Robert Thomas. George Kaiser Family Foundation ("GKFF") is the sole equity owner of GKFF Ventures. Each of these individuals and GKFF 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 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.

5. 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.

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 $4,500,000 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.

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 $1,856,279 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.

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 $1,247,960 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.

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 $2,533,298 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.

10. 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 $677,972 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.

11. Not applicable.

12. 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 130,412 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 17,263,222 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.

13. 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 53,827 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 7,125,283 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 223 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 $920 with respect to such transactions.

	/s/ John P. Condon, Attorney-in-fact for George Kaiser Family Foundation	06/20/2014
	/s/ John P. Condon, Attorney-in-fact for GKFF Ventures I, LLC	06/20/2014
	/s/ John P. Condon, Attorney-in-fact for Ken Levit	06/20/2014
	/s/ John P. Condon, Attorney-in-fact for Robert Thomas	06/20/2014
	** Signature of Reporting Person	Date
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