SEC Form 4 filed by Large owner Wood River Capital, Llc
$ASPN
RETAIL: Building Materials
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ASPEN AEROGELS INC [ ASPN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/19/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Senior PIK Toggle Notes due 2027(1) | $29.9366(2) | 08/19/2024 | S | 123,937,608(3) | (4) | 02/18/2027(4) | Common Stock | 4,139,999(5) | $150,028,886 | 0 | D(6) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On August 19, 2024, Wood River Capital, LLC ("Wood River") and Aspen Aerogels, Inc. (the "Issuer") entered into a Note Purchase and Sale Agreement (the "NPA") pursuant to which the Issuer agreed to repurchase all of its outstanding Convertible Senior PIK Toggle Notes due 2027 (the "Notes") from Wood River. The repurchase closed on August 19, 2024. |
| 2. Represents the effective conversion price of $29.936625 per share of the common stock of Issuer, as reported in the Issuer's Current Report on Form 8-K, filed on November 29, 2022. |
| 3. Represents the aggregate capitalized principal amount of the Notes, including paid-in-kind interest, capitalized through, but not including, the interest payment date of June 30, 2024. |
| 4. Prior to their repurchase by the Issuer, the Notes were convertible at any time and matured on February 18, 2027. |
| 5. Represents 4,139,999 shares of the Issuer's common stock issuable upon conversion of the Aggregate Principal Amount based on the effective conversion price of $29.936625 per share. |
| 6. Wood River is beneficially owned by SCC Holdings, LLC ("SCC"), SCC is beneficially owned by KIM, LLC ("KIM"), KIM is beneficially owned by Koch Investments Group, LLC ("KIG"), KIG is beneficially owned by Koch Investments Group Holdings, LLC ("KIGH"), KIGH is beneficially owned by Koch Companies, LLC ("KCLLC"), and KCLLC is beneficially owned by Koch, Inc., in each case by means of ownership of all voting equity instruments. Koch, Inc., KCLLC, KIGH, KIG, KIM and SCC may be deemed to beneficially own the securities beneficially owned by Wood River by virtue of (i) Koch, Inc.'s beneficial ownership of KCLLC, (ii) KCLLC's beneficial ownership of KIGH, (iii) KIGH's beneficial ownership of KIG, (iv) KIG's beneficial ownership of KIM, (v) KIM's beneficial ownership of SCC, and (vi) SCC's beneficial ownership of Wood River. |
| Wood River Capital, LLC /s/ Raffaele G. Fazio, Vice President and Secretary | 08/19/2024 | |
| Koch, Inc. /s/ Raffaele G. Fazio, Assistant Secretary | 08/19/2024 | |
| ** 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. | ||