Wood River Capital, LLC - Jun 30, 2022 Form 4 Insider Report for ASPEN AEROGELS INC (ASPN)

Role
10%+ Owner
Signature
Wood River Capital, LLC /s/ Raffaele G. Fazio, Vice President and Secretary
Stock symbol
ASPN
Transactions as of
Jun 30, 2022
Transactions value $
$8,647,522,404,889
Form type
4
Date filed
11/14/2022, 04:51 PM
Previous filing
Nov 14, 2022
Next filing
Dec 6, 2022

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 Other $8.65T +2.94M +2.94% $2,940,667.00* 103M Jun 30, 2022 Common Stock 84.2K $34.94 Direct F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 15, 2022, Wood River Capital, LLC ("Wood River") entered into a note purchase agreement (the "NPA") with Aspen Aerogels, Inc. (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.
F2 Represents the effective conversion price per share of common stock of the Issuer as reported in the Issuer's Form 10-Q for the quarterly period ending September 30, 2022, filed on November 7, 2022. The conversion price is subject to adjustment upon the occurrence of certain dilutive events such as stock splits and combinations, stock dividends, mergers and spin-offs.
F3 On July 6, 2022, the Issuer notified Wood River that, in connection with the interest payment on the Notes, the Issuer had elected to have all accrued and unpaid interest on the Notes as of June 30, 2022 paid in-kind as an increase to the principal amount, which resulted in Wood River acquiring an additional $2,940,667 aggregate principal amount of the Notes (the "PIK Interest Payment").
F4 Represents 84,171 shares of the Issuer's common stock issuable to Wood River upon conversion of the principal amount represented by the PIK Interest Payment.
F5 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"), 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 shares of the Issuer's common stock 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.