SEC Form 4 · accession 0001209191-17-040492
ASPEN AEROGELS INC · ASPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RESERVOIR CAPITAL PARTNERS LP
10% Owner
RCGM LLC
10% Owner
Daniel H Stern
10% Owner
RESERVOIR CAPITAL GROUP LLC
10% Owner
RESERVOIR CAPITAL MASTER FUND LP
10% Owner
Craig A Huff
Director · 10% Owner
RESERVOIR CAPITAL PARTNERS CAYMAN LP
10% Owner
RCP GP, LLC
10% Owner
Period of report
Jun 14, 2017
Accepted (ET)
Jun 16, 2017 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001145986
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 14, 2017 | A | 12,289 | $0.00 | A | 23,025 | D | |
| Common StockF3 | holding | — | — | — | 250,987 | I | Held by Reservoir Capital Master Fund, L.P. | |
| Common StockF3 | holding | — | — | — | 2,634,258 | I | Held by Reservoir Capital Partners, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2,F4 | $4.15 | Jun 14, 2017 | A | 17,019 | A | — | Jun 14, 2027 | Common Stock | 17,019 | 17,019 | D |
Explanation of responses
- F1The reporting person was granted restricted shares of common stock representing a portion of the annual grant of equity for service as a non-employee director pursuant to the Issuer's Non-Employee Director Compensation Policy. These restricted shares will vest on the earlier of (a) June 14, 2018 or (b) the day prior to the Issuer's annual meeting of stockholders to be held in 2018.
- F2Pursuant to an arrangement between Mr. Huff, Reservoir Capital Partners, L.P. ("RCP") and Reservoir Capital Master Fund, L.P. ("RCMF") (collectively, the "Reservoir Funds"), such shares and options are held by him solely as a nominee for the Reservoir Funds and he is required to transfer such shares and the shares underlying such options to the applicable Reservoir Funds as soon as practicable after such shares can be transferred without restrictions. Such shares and options are included as directly beneficially owned by Mr. Huff, but may also be deemed to be beneficially owned by the other Reporting Persons as a result of such arrangements. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
- F3The securities held by RCP or RCMF may be deemed to be beneficially owned by Craig A. Huff and Daniel Stern, who are the senior managing members (the "Reservoir Members") of RCGM, LLC ("RCGM"). RCGM is the managing member of Reservoir Capital Group, L.L.C. ("RCG"), which is the general partner of Reservoir Capital Partners (Cayman), L.P. ("RCP Cayman"), which is the sole member of RCP GP, LLC ("RCP GP"), and which is the general partner of RCP. RCG is the general partner of RCMF. Each of the Reservoir Members, RCGM, RCG, RCP Cayman and RCP GP disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
- F4The reporting person was granted options representing the remaining portion of the annual grant of equity for service as a non-employee director pursuant to the Issuer's Non-Employee Director Compensation Policy. The options will vest on the earlier of (a) June 14, 2018 or (b) the day prior to the Issuer's annual meeting of stockholders to be held in 2018.