SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Koch, Inc.

(Last)

(First)

(Middle)

4111 E. 37TH STREET NORTH

(Street)

WICHITA

67220

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2024

3. Issuer Name and Ticker or Trading Symbol
ASPEN AEROGELS INC [ ASPN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,280,426	D⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Senior PIK Toggle Notes due 2027⁽³⁾	02/15/2022	02/18/2027	Common Stock	4,139,999⁽⁴⁾	$123,937,608	D⁽¹⁾⁽²⁾

Explanation of Responses:

1. 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.

2. Effective August 1, 2024, pursuant to an internal reorganization, Koch, Inc. became the indirect ultimate parent of Wood River.

3. 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.

4. 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.

	Koch, Inc., /s/ Raffaele G. Fazio, Assistant Secretary	08/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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