SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Young Donald R
(Last) (First) (Middle)
C/O ASPEN AEROGELS, INC.,
30 FORBES ROAD, BLDG B
(Street)
NORTHBOROUGH MA 01532
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASPEN AEROGELS INC [ ASPN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2024
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/28/2024 M(1) 259,671 A $10.78 625,117 D
Common Stock 05/28/2024 M(1) 108,105 A $7.54 733,222 D
Common Stock 05/28/2024 M(1) 26,577 A $6.4 759,799 D
Common Stock 05/28/2024 S(1) 230,658(2) D $29.18(3) 529,141 D
Common Stock 05/28/2024 S(1) 26,286(2) D $29.72(4) 502,855 D
Common Stock 05/29/2024 M(1) 296,771 A $6.4 799,626 D
Common Stock 05/29/2024 S(1) 176,746(2) D $29.38(5) 622,880(6) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $10.78 05/28/2024 M(1) 259,671 (7) 09/10/2024 Common Stock 259,671 $0 0 D
Stock Options (Right to Buy) $7.54 05/28/2024 M(1) 108,105 (7) 03/11/2025 Common Stock 108,105 $0 0 D
Stock Options (Right to Buy) $6.4 05/28/2024 M(1) 26,577(8) (7) 12/11/2025 Common Stock 26,577(8) $0 296,771 D
Stock Options (Right to Buy) $6.4 05/29/2024 M(1) 296,771(8) (7) 12/11/2025 Common Stock 296,771(8) $0 0 D
Explanation of Responses:
1. The transactions reported on this Form 4 were effected pursuant to a Rule 10B5-1 trading plan previously adopted by the reporting person on February 26, 2024.
2. The shares of common stock were sold solely to satisfy the reporting person's tax withholding obligations related to the exercise of stock options to purchase 691,124 shares as reported herein.
3. These transactions were executed in multiple trades at prices ranging from $28.59 to $29.58. The reporting person will provide to the staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
4. These transactions were executed in multiple trades at prices ranging from $29.59 to $30.00. The reporting person will provide to the staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
5. These transactions were executed in multiple trades at prices ranging from $28.67 to $29.59. The reporting person will provide to the staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
6. Represents 418,398 shares of Common Stock and 47,532 Restricted Stock Units and 156,950 shares of Restricted Stock.
7. This option is fully vested and exercisable.
8. The reporting person previously disclosed the grant of an aggregate of 454,926 options on December 11, 2015, including 370,181 options subject to performance conditions. Of the performance-based options, 131,578 options were previously forfeited by the reporting person as a result of the applicable performance targets not being achieved. Accordingly, an aggregate of 323,348 options remained exercisable from the December 11, 2015 grant as of the date of this Form 4.
/s/ Virginia H. Johnson, Attorney-in-Fact 05/29/2024
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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