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Form 4 ASPEN AEROGELS INC For: Jun 02 Filed by: Johnson Virginia

June 6, 2022 7:25 PM EDT
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).
1. Name and Address of Reporting Person *
Johnson Virginia
(Last) (First) (Middle)
30 FORBES ROAD
BUILDING 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CLO, GC and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2022
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 06/02/2022   A   5,955 (1) A $ 18.89 5,955 D  
Common Stock 06/02/2022   A   53,590 A $ 0 (2) (3) 59,545 (4) 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 Option (Right-to-Buy) $ 18.89 06/02/2022   A   29,927     (5) 06/02/2032 Common Stock 29,927 $ 0 29,927 D  
Explanation of Responses:
1. 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, and additional one-third of the shares on June 2, 2024 and the remaining shares on June 2, 2025.
2. 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.
3. (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
4. Represents 5,955 Restricted Stock Units and 53,590 shares of Restricted Common Stock.
5. These options vest as to one-third of the shares on June 2, 2023, and additional one-third of the shares on June 2, 2024 and the remaining one-third of the shares on June 2, 2025.
/s/ Poongunran Muthukumaran, Attorney-in-Fact 06/06/2022
** 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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