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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Wood River Capital, LLC 4111 E. 37TH STREET NORTH WICHITA, KS 67220 |
X | |||
| Koch, Inc. 4111 E. 37TH STREET NORTH WICHITA, KS 67220 |
X | |||
| Wood River Capital, LLC /s/ Raffaele G. Fazio, Vice President and Secretary | 08/19/2024 | |
| **Signature of Reporting Person | Date | |
| Koch, Inc. /s/ Raffaele G. Fazio, Assistant Secretary | 08/19/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |