Wood River Capital, LLC - Aug 19, 2024 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
Aug 19, 2024
Transactions value $
-$18,594,221,261,744,690
Form type
4
Date filed
8/19/2024, 05:34 PM
Previous filing
Jul 1, 2024

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 Sale -$18.6Q -124M -100% $150,028,886.00* 0 Aug 19, 2024 Common Stock 4.14M $29.94 Direct F1, F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 19, 2024, Wood River Capital, LLC ("Wood River") and Aspen Aerogels, Inc. (the "Issuer") entered into a Note Purchase and Sale Agreement (the "NPA") pursuant to which the Issuer agreed to repurchase all of its outstanding Convertible Senior PIK Toggle Notes due 2027 (the "Notes") from Wood River. The repurchase closed on August 19, 2024.
F2 Represents the effective conversion price of $29.936625 per share of the common stock of Issuer, as reported in the Issuer's Current Report on Form 8-K, filed on November 29, 2022.
F3 Represents the aggregate capitalized principal amount of the Notes, including paid-in-kind interest, capitalized through, but not including, the interest payment date of June 30, 2024.
F4 Prior to their repurchase by the Issuer, the Notes were convertible at any time and matured on February 18, 2027.
F5 Represents 4,139,999 shares of the Issuer's common stock issuable upon conversion of the Aggregate Principal Amount based on the effective conversion price of $29.936625 per share.
F6 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 securities beneficially owned by Wood River by virtue of (i) Koch, Inc.'s beneficial ownership of KCLLC, (ii) KCLLC's beneficial ownership of KIGH, (iii) KIGH's beneficial ownership of KIG, (iv) KIG's beneficial ownership of KIM, (v) KIM's beneficial ownership of SCC, and (vi) SCC's beneficial ownership of Wood River.