Aspen Aerogels Inc.
|
(Name of Issuer)
|
Common Stock
|
(Title of Class of Securities)
|
04523Y105
|
(CUSIP Number)
|
RCGM, LLC
Reservoir Capital Group, L.L.C.
Reservoir Capital Partners (Cayman) L.P.
RCP GP, LLC
Reservoir Capital Partners, L.P.
Reservoir Capital Master Fund, L.P.
767 Fifth Avenue, 16th Floor
New York, New York 10153
(212) 610-9000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
June 18, 2014
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 2 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RCGM, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
2,921,621
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,921,621
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,921,621
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 3 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel H. Stern
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
2,921,621
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,921,621
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,921,621
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 4 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Craig A. Huff
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
2,921,621
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,921,621
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,921,621
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 5 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reservoir Capital Group, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
2,921,621
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,921,621
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,921,621
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 6 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reservoir Capital Partners (Cayman), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
2,666,490
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,666,490
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,666,490
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 7 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RCP GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
2,666,490
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,666,490
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,666,490
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 8 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reservoir Capital Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
2,666,490
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,666,490
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,666,490
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 9 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reservoir Capital Master Fund, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
255,131
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
255,131
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,131
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 10 of 15
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 11 of 15
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 12 of 15
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 13 of 15
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 14 of 15
|
RCGM, LLC
|
||||
By:
|
/s/ Celia A. Felsher |
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
||||
Daniel H. Stern
|
||||
/s/ Daniel H. Stern | ||||
Name: |
Daniel H. Stern
|
Craig A. Huff
|
||||
/s/ Craig A. Huff | ||||
Name: |
Craig A. Huff
|
Reservoir Capital Group, L.L.C.
|
||||
By:
|
/s/ Celia A. Felsher
|
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
Reservoir Capital Partners (Cayman), L.P.
By: Reservoir Capital Group, L.L.C., its general partner
|
||||
By:
|
/s/ Celia A. Felsher
|
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
RCP GP, LLC
|
||||
By:
|
/s/ Celia A. Felsher
|
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
CUSIP No. 04523Y105
|
SCHEDULE 13D |
Page 15 of 15
|
Reservoir Capital Partners, L.P.
By: RCP GP, LLC, its general partner
|
||||
By:
|
/s/ Celia A. Felsher
|
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
Reservoir Capital Master Fund, L.P.
By: Reservoir Capital Group, L.L.C., its general partner
|
||||
By:
|
/s/ Celia A. Felsher
|
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
RCGM, LLC
|
||||
By:
|
/s/ Celia A. Felsher |
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
||||
Daniel H. Stern
|
||||
/s/ Daniel H. Stern | ||||
Name: |
Daniel H. Stern
|
Craig A. Huff
|
||||
/s/ Craig A. Huff | ||||
Name: |
Craig A. Huff
|
Reservoir Capital Group, L.L.C.
|
||||
By:
|
/s/ Celia A. Felsher
|
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
Reservoir Capital Partners (Cayman), L.P.
By: Reservoir Capital Group, L.L.C., its general partner
|
||||
By:
|
/s/ Celia A. Felsher
|
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
RCP GP, LLC
|
||||
By:
|
/s/ Celia A. Felsher
|
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
Reservoir Capital Partners, L.P.
By: RCP GP, LLC, its general partner
|
||||
By:
|
/s/ Celia A. Felsher
|
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
Reservoir Capital Master Fund, L.P.
By: Reservoir Capital Group, L.L.C., its general partner
|
||||
By:
|
/s/ Celia A. Felsher
|
|
||
Name: Celia A. Felsher
Title: Chief Operating Officer and General Counsel
|
Name
|
Principal Occupation
|
Citizenship
|
Daniel H. Stern
|
Co-Chief Executive Officer
|
United States
|
Craig A. Huff
|
Co-Chief Executive Officer
|
United States
|
Gregg M. Zeitlin
|
Senior Managing Director
|
United States
|
Matthew T. Popoli
|
Senior Managing Director
|
United States
|
Anil Ranavat
|
Senior Managing Director
|
United States
|
Celia A. Felsher
|
Chief Operating Officer and General Counsel
|
United States
|
Cyrus Borzooyeh
|
Treasurer and Chief Financial Officer
|
United States
|