Spring Creek Capital Llc - Feb 18, 2022 Form 4 Insider Report for ASPEN AEROGELS INC (ASPN)

Role
10%+ Owner
Signature
Spring Creek Capital, LLC /s/ Raffaele G. Fazio, Secretary
Stock symbol
ASPN
Transactions as of
Feb 18, 2022
Transactions value $
$10,000,000,000,000,000
Form type
4
Date filed
2/23/2022, 03:05 PM
Previous filing
Oct 8, 2021
Next filing
Apr 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ASPN Common Stock 3.46M Feb 18, 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ASPN Convertible Senior PIK Toggle Notes due 2027 Purchase $10Q +100M $100,000,000.00* $100M Feb 18, 2022 Common Stock 2.86M $34.94 See Footnote F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 3,462,124 shares of common stock ("Public Shares") of Aspen Aerogels, Inc. (the "Issuer") held by Spring Creek Capital, LLC ("Spring Creek").
F2 Spring Creek 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"), and KIGH is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's beneficial ownership of KIM, (iv) KIM's beneficial ownership of SCC and (v) SCC's beneficial ownership of Spring Creek.
F3 On February 15, 2022, Wood River Capital, LLC ("Wood River") entered into a note purchase agreement with the Issuer relating to the issuance and sale of $100,000,000 in aggregate principal amount of the Issuer's Convertible Senior PIK Toggle Notes due 2027 (the "Notes"). The Notes were issued to Wood River on February 18, 2022 and are convertible into shares of the Issuer's common stock at Wood River's option at any time until the business day prior to the maturity date, based on an initial conversion rate of 28.623257 shares per $1,000 principal amount of the Notes, subject to customary anti-dilution and other adjustments.
F4 Represents 2,862,325 shares of common stock ("Convertible Shares") of the Issuer issuable to Wood River upon conversion of the Notes.
F5 Wood River is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments. Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Convertible Shares beneficially owned by Wood River by virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's beneficial ownership of KIM, (iv) KIM's beneficial ownership of SCC and (v) SCC's beneficial ownership of Wood River. Spring Creek is not a beneficial owner of the Convertible Shares.
F6 Koch Industries may be deemed to beneficially own 6,324,449 shares of common stock of the Issuer consisting of (i) 3,462,124 Public Shares held by Spring Creek; and (ii) 2,862,325 Convertible Shares beneficially owned through Wood River's Notes holdings. These Issuer securities may be deemed to be beneficially owned by Koch Industries by virtue of its indirect beneficial ownership of each of Spring Creek and Wood River.