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

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^*

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		152	A	⁽¹⁾	215	I	Held by Rockport SII, LLC⁽²⁾
Common Stock	06/18/2014		C		32	A	⁽³⁾	247	I	Held by Rockport SII, LLC⁽²⁾
Common Stock	06/18/2014		C		1,001	A	⁽⁴⁾	1,248	I	Held by Rockport SII, LLC⁽²⁾
Common Stock	06/18/2014		A		34,176	A	$6.875⁽⁵⁾	35,424	I	Held by Rockport SII, LLC⁽²⁾
Common Stock	06/18/2014		C		8	A	⁽³⁾	50	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Common Stock	06/18/2014		C		251	A	⁽⁴⁾	301	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Common Stock	06/18/2014		A		8,585	A	$6.875⁽⁶⁾	8,886	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Common Stock	06/18/2014		A		4,163	A	$6.875⁽⁷⁾	13,049	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Common Stock	06/18/2014		A		8,076	A	$6.875⁽⁸⁾	21,125	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Common Stock	06/18/2014		A		2,627	A	$6.875⁽⁹⁾	23,752	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Common Stock								153,765	I	Held by Rockport Capital Partners, L.P.⁽²⁾
Common Stock								393,141	I	Held by Rockport Capital Partners II, 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			96,535	09/14/2009	⁽¹⁰⁾	Common Stock	152⁽¹⁾	⁽¹⁾	0	I	Held by Rockport SII, LLC⁽²⁾
Series B Preferred Stock	⁽³⁾	06/18/2014		C			17,812	09/22/2010	⁽¹⁰⁾	Common Stock	32⁽³⁾	⁽³⁾	0	I	Held by Rockport SII, LLC⁽²⁾
Series B Preferred Stock	⁽³⁾	06/18/2014		C			4,207	09/22/2010	⁽¹⁰⁾	Common Stock	8⁽³⁾	⁽³⁾	0	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$0.0001	06/18/2014		X			831,647	05/06/2013	03/28/2023	Series C Preferred Stock	831,647	$0.00⁽¹¹⁾	0	I	Held by Rockport SII, LLC⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		X		831,647		06/18/2014	⁽¹⁰⁾	Common Stock	1,008	$0.00⁽⁴⁾	831,647	I	Held by Rockport SII, LLC⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		F⁽¹¹⁾			6,236	06/18/2014	⁽¹⁰⁾	Common Stock	8	$0.0133⁽¹¹⁾	825,411	I	Held by Rockport SII, LLC⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		C			825,411	06/18/2014	⁽¹⁰⁾	Common Stock	1,001⁽⁴⁾	⁽⁴⁾	0	I	Held by Rockport SII, LLC⁽²⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	$0.0001	06/18/2014		X			208,921	05/06/2013	03/28/2023	Series C Preferred Stock	208,921	$0.00⁽¹²⁾	0	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		X		208,921		06/18/2014	⁽¹⁰⁾	Common Stock	253	$0.00⁽⁴⁾	208,921	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		F⁽¹²⁾			1,567	06/18/2014	⁽¹⁰⁾	Common Stock	2	$0.0133⁽¹²⁾	207,354	I	Held by RP Co-Investment Fund I, L.P.⁽²⁾
Series C Preferred Stock	⁽⁴⁾	06/18/2014		C			207,354	06/18/2014	⁽¹⁰⁾	Common Stock	251⁽⁴⁾	⁽⁴⁾	0	I	Held by RP Co-Investment Fund I, 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 $215,036 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 $54,020 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.

7. 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 $24,416 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.

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 $48,464 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.

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 $14,813 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.

10. Not applicable.

11. 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 6,236 shares of Series C preferred stock to pay the exercise price and issuing to the holder the remaining 825,411 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.

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 1,567 shares of Series C preferred stock to pay the exercise price and issuing to the holder the remaining 207,354 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:

2 of 2 Form 4 filings by the reporting person

	/s/ John P. Condon, Attorney-in-fact	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.