Virginia Johnson - Jun 2, 2022 Form 4/A - Amendment Insider Report for ASPEN AEROGELS INC (ASPN)

Role: CLO, GC and Secretary
Signature: /s/ Poongunran Muthukumaran, Attorney-in-Fact
Stock symbol: ASPN
Transactions as of: Jun 2, 2022
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 6/6/2022, 09:42 PM
Date Of Original Report: Jun 6, 2022
Previous filing: May 24, 2022
Next filing: Jun 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ASPN	Common Stock	Award	$0	+5.96K		$0.00	5.96K	Jun 2, 2022	Direct	F1
transaction	ASPN	Common Stock	Award	$0	+53.6K	+899.92%	$0.00	59.5K	Jun 2, 2022	Direct	F2, F3, F4

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	Stock Option (Right-to-Buy)	Award	$0	+29.9K		$0.00	29.9K	Jun 2, 2022	Common Stock	29.9K	$18.89	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Restricted Stock Unit ("RSU") represent the right to receive one share of Common Stock upon vesting. The RSUs vest as to one-third of the shares on June 2, 2023, an additional one-third of the shares on June 2, 2024 and the remaining shares on June 2, 2025.
F2	The reporting person was granted restricted shares of common stock (the "Award") pursuant to a Performance-Based Restricted Stock Agreement by and between Aspen Aerogels, Inc. and the reporting person subject to the 2014 Employee, Director and Consultant Equity Incentive Plan. In order for a tranche of this Award to vest, both time and performance vesting conditions must be satisfied. For the time vesting condition, a tranche will vest at the later of (i) three years from the grant date or (ii) one year from the date when an applicable performance hurdle is achieved, subject to a maximum five-year vesting period for shares with respect to which the performance hurdle has been achieved. With respect to the performance vesting condition, there are three tranches with different share price hurdles and a five-year total performance period. If a share price hurdle is not met after five years, the applicable tranche is forfeited.
F3	(cont.) The share price hurdle is met by reference to a 30-day volume weighted average price (VWAP) that is maintained for 60 days (the "Share Price Hurdle"). The first tranche consists of 34% of the restricted shares of common stock granted under the Award, with the Share Price Hurdle equal to $43.33.The second tranche consists of 33% of the restricted shares of common stock granted under the Award, with the Share Price Hurdle equal to $64.99. The third tranche consists of 33% of the restricted shares of common stock granted under the Award, with the Share Price Hurdle equal to $86.65.
F4	Represents 5,955 Restricted Stock Units and 53,590 shares of Restricted Common Stock.
F5	The options will vest as to one-third of the shares on June 2, 2023, an additional one-third of the shares on June 2, 2024 and the remaining one-third of the shares on June 2, 2025.