Koch, Inc. - Aug 1, 2024 Form 3 Insider Report for ASPEN AEROGELS INC (ASPN)

Role
10%+ Owner
Signature
Koch, Inc., /s/ Raffaele G. Fazio, Assistant Secretary
Stock symbol
ASPN
Transactions as of
Aug 1, 2024
Transactions value $
$0
Form type
3
Date filed
8/2/2024, 09:14 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ASPN Common Stock 12.3M Aug 1, 2024 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
holding ASPN Convertible Senior PIK Toggle Notes due 2027 Aug 1, 2024 Common Stock 4.14M $123,937,608.00 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Wood River Capital, LLC ("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"), KIGH is beneficially owned by Koch Companies, LLC ("KCLLC"), and KCLLC is beneficially owned by Koch, Inc., in each case by means of ownership of all voting equity instruments. Koch, Inc., KCLLC, KIGH, KIG, KIM, and SCC may be deemed to beneficially own the shares of common stock, par value $0.00001 per share, of Aspen Aerogels, Inc. (the "Issuer") held by Wood River by virtue of (i) Koch, Inc.'s beneficial ownership of KCLLC, (iii) KCLLC's beneficial ownership of KIGH, (iv) KIGH's beneficial ownership of KIG, (v) KIG's beneficial ownership of KIM, (vi) KIM's beneficial ownership of SCC, and (vii) SCC's beneficial ownership of Wood River.
F2 Effective August 1, 2024, pursuant to an internal reorganization, Koch, Inc. became the indirect ultimate parent of Wood River.
F3 On February 15, 2022, Wood River entered into a note purchase agreement (the "NPA") 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, 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.
F4 Represents 4,139,999 shares of the Issuer's common stock issuable to Wood River upon conversion of the principal amount represented by the PIK Interest Payment. The number of shares of common stock is calculated using 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.