Wood River Capital, LLC - Nov 28, 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
Nov 28, 2022
Transactions value $
$100,000,002
Form type
4
Date filed
12/6/2022, 07:00 PM
Previous filing
Nov 14, 2022
Next filing
Jan 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ASPN Common Stock Purchase $100M +10.5M +200.34% $9.50 15.8M Nov 30, 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 Other 0 $103M Nov 28, 2022 Common Stock 492K $29.94 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 30, 2022, Aspen Aerogels, Inc. (the "Issuer") announced the pricing of an underwritten public offering of the Issuer's common stock, par value $0.00001 per share ("Public Shares"), at a price to the public of $9.50 per Public Share (the "Offering"). Wood River Capital, LLC ("Wood River") participated in the Offering by purchasing 10,526,316 Public Shares from the underwriters.
F2 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.
F3 On November 28, 2022, the Issuer and Wood River entered into Amendment No. 1 to Convertible Senior PIK Toggle Note Due 2027 ("Amendment No. 1") to the Convertible Senior PIK Toggle Note Due 2027, dated February 18, 2022 (as amended by Amendment No. 1, the "Convertible Notes"), whereby the initial conversion price was reduced by $5.00 from $34.936625 per Public Share to $29.936625 per Public Share by increasing the initial conversion rate from 28.623257 Public Shares per $1,000 principal amount of the Convertible Notes to 33.400100 Public Shares per $1,000 principal amount of the Convertible Notes. Wood River was not issued additional principal amount of the Convertible Notes in connection with Amendment No. 1, and the transaction in Table II is reported solely to reflect the change in conversion price on the Convertible Notes as a result of such amendment.