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^*

Prend David J

(Last)

(First)

(Middle)

C/O ROCKPORT CAPITAL PARTNERS

160 FEDERAL STREET, 18TH FLOOR

(Street)

BOSTON

02110

(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	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)

X	Form filed by One Reporting Person
	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		380	A	⁽¹⁾	439	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		C		62	A	⁽³⁾	501	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		C		3,723	A	⁽⁴⁾	4,224	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		A		127,146	A	$6.875⁽⁵⁾	131,370	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		A		22,395	A	$6.875⁽⁶⁾	153,765	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Common Stock	06/18/2014		C		545	A	⁽⁷⁾	906	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Common Stock	06/18/2014		C		64	A	⁽¹⁾	970	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Common Stock	06/18/2014		C		148	A	⁽³⁾	1,118	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Common Stock	06/18/2014		C		2,327	A	⁽⁴⁾	3,445	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Common Stock	06/18/2014		A		79,466	A	$6.875⁽⁸⁾	82,911	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Common Stock	06/18/2014		A		83,512	A	$6.875⁽⁹⁾	166,423	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Common Stock	06/18/2014		A		162,992	A	$6.875⁽¹⁰⁾	329,415	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Common Stock	06/18/2014		A		63,726	A	$6.875⁽¹¹⁾	393,141	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Common Stock								63	I	Held by Rockport SII, LLC⁽²⁾
Common Stock								42	I	Held by RP Co-Investment Fund I, 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	⁽⁷⁾	06/18/2014		C			342,700	08/14/2009	⁽¹²⁾	Common Stock	545⁽⁷⁾	⁽⁷⁾	0	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	06/18/2014		C			239,890	09/14/2009	⁽¹²⁾	Common Stock	380⁽¹⁾	⁽¹⁾	0	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	06/18/2014		C			40,545	09/14/2009	⁽¹²⁾	Common Stock	64⁽¹⁾	⁽¹⁾	0	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	06/18/2014		C			34,432	09/22/2010	⁽¹²⁾	Common Stock	62⁽³⁾	⁽³⁾	0	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	06/18/2014		C			81,284	09/22/2010	⁽¹²⁾	Common Stock	148⁽³⁾	⁽³⁾	0	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$0.0001	06/18/2014		X			3,093,980	05/06/2013	03/28/2023	Series C Preferred Stock	3,093,980⁽¹³⁾	$0.00⁽¹³⁾	0	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		X		3,093,980		06/18/2014	⁽¹²⁾	Common Stock	3,751	$0.00⁽⁴⁾	3,093,980	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		F⁽¹³⁾			23,198	06/18/2014	⁽¹²⁾	Common Stock	28	$0.0133⁽¹³⁾	3,070,782	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		C			3,070,782	06/18/2014	⁽¹²⁾	Common Stock	3,723⁽⁴⁾	⁽⁴⁾	0	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$0.0001	06/18/2014		X			1,933,737	05/06/2013	03/28/2023	Series C Preferred Stock	1,933,737	$0.00⁽¹⁴⁾	0	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		X		1,933,737		06/18/2014	⁽¹²⁾	Common Stock	2,345	$0.00⁽⁴⁾	1,933,737	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		F⁽¹⁴⁾			14,499	06/18/2014	⁽¹²⁾	Common Stock	18	$0.0133⁽¹⁴⁾	1,919,238	I	Held by Rockport Capital Partners II, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		C			1,919,238	06/18/2014	⁽¹²⁾	Common Stock	2,327⁽⁴⁾	⁽⁴⁾	0	I	Held by Rockport Capital Partners II, L.P.⁽²⁾

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

2. Mr. Prend is a managing member of RockPort Capital I, LLC, RockPort Capital II, LLC, RockPort SGII, LLC and RP Co-Investment Fund I GP, LLC, which are the general partners, respectively, of RockPort Capital Partners, L.P., RockPort Capital Partners II, L.P., RockPort SII, LLC and RP Co-Investment Fund I, LP. Mr. Prend disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. 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.

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 holder was issued shares of common stock upon the automatic conversion of the principal amount of $800,000 plus accrued and unpaid interest on the Senior Subordinated Convertible Note issued to the holder 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.

6. Upon the closing of the Issuer's initial public offering on June 18, 2014, the holder was issued shares of common stock upon the automatic conversion of the principal amount of $126,235 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the holder 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.

7. 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.

8. Upon the closing of the Issuer's initial public offering on June 18, 2014, the holder was issued shares of common stock upon the automatic conversion of the principal amount of $500,000 plus accrued and unpaid interest on the Senior Subordinated Convertible Note issued to the holder 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.

9. Upon the closing of the Issuer's initial public offering on June 18, 2014, the holder was issued shares of common stock upon the automatic conversion of the principal amount of $489,759 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the holder 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.

10. Upon the closing of the Issuer's initial public offering on June 18, 2014, the holder was issued shares of common stock upon the automatic conversion of the principal amount of $978,118 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the holder 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.

11. Upon the closing of the Issuer's initial public offering on June 18, 2014, the holder was issued shares of common stock upon the automatic conversion of the principal amount of $359,207 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the holder 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.

12. Not applicable.

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 23,198 shares of Series C preferred stock to pay the exercise price and issuing to the holder the remaining 3,070,782 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.

14. 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 14,499 shares of Series C preferred stock to pay the exercise price and issuing to the holder the remaining 1,919,238 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:

1 of 2 Form 4 filings by the reporting person

	/s/ John P. Condon, Attorney-in-fact	06/20/2014
	** Signature of Reporting Person	Date
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