Wood River Capital, LLC - Jan 4, 2023 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
Jan 4, 2023
Transactions value $
$4,889,682
Form type
4
Date filed
1/5/2023, 03:30 PM
Previous filing
Jan 4, 2023
Next filing
May 4, 2023

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 $4.89M $108M Jan 4, 2023 Common Stock 163K $29.94 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, as amended by Amendment No. 1 to Convertible Senior PIK Toggle Notes Due 2027, dated November 28, 2022, by and between the Issuer and Wood River (as amended, the "Notes"). The Notes 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.
F2 Represents the effective conversion price of $29.936625 per share of the Issuer's common stock as reported in the Issuer's Current Report on Form 8-K, filed on November 29, 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 January 4, 2023, 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 to, but not including, the interest payment date of December 30, 2022 paid in-kind as an increase to the principal amount, which resulted in Wood River acquiring an additional $4,889,682 aggregate principal amount of the Notes (the "PIK Interest Payment").
F4 Represents 163,334 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.