Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )
Under the Securities Exchange Act of 1934
Aspen Aerogels, Inc.
(Name of issuer)
Common Stock, $0.00001 par value
(Title of class of securities)
04523Y105
(CUSIP number)
June 18, 2014
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_]Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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(1)
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Names of reporting persons
George Kaiser Family Foundation
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a) [ ] (b) [X]
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(3)
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SEC use only
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(4)
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Citizenship or place of organization
Oklahoma, United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
3,167,322
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(6)
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Shared voting power
0
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(7)
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Sole dispositive power
3,167,322
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially owned by each reporting person
3,167,322
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(10)
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Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
[ ]
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(11)
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Percent of class represented by amount in Row (9)
13.78%
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(12)
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Type of reporting person (see instructions)
CO – not for profit
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(1)
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Names of reporting persons
GKFF Ventures I, LLC
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a) [ ] (b) [X]
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(3)
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SEC use only
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(4)
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Citizenship or place of organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
3,167,322
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(6)
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Shared voting power
0
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(7)
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Sole dispositive power
3,167,322
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially owned by each reporting person
3,167,322
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(10)
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Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
[ ]
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(11)
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Percent of class represented by amount in Row (9)
13.78%
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(12)
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Type of reporting person (see instructions)
CO – limited liability company
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(1)
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Names of reporting persons
Kenneth J. Levit
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a) [ ] (b) [X]
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(3)
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SEC use only
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(4)
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Citizenship or place of organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
3,167,322
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(6)
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Shared voting power
0
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(7)
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Sole dispositive power
3,167,322
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially owned by each reporting person
3,167,322
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(10)
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Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
[ ]
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(11)
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Percent of class represented by amount in Row (9)
13.78%
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(12)
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Type of reporting person (see instructions)
IN
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(1)
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Names of reporting persons
Robert Thomas
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a) [ ] (b) [X]
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(3)
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SEC use only
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(4)
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Citizenship or place of organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
3,167,322
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(6)
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Shared voting power
0
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(7)
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Sole dispositive power
3,167,322
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially owned by each reporting person
3,167,322
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(10)
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Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
[ ]
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(11)
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Percent of class represented by amount in Row (9)
13.78%
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(12)
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Type of reporting person (see instructions)
IN
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Item 1 (a).
Name of Issuer: Aspen Aerogels, Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices:
30 Forbes Road, Building B
Northborough, MA 01532
Item 2 (a). Name of Person Filing: This schedule 13G/A with respect to the Common Stock is filed by the George Kaiser Family Foundation (“GKFF”), the sole member of Ventures, GKFF Ventures I, LLC (“Ventures”), Mr. Kenneth J. Levit, and Mr. Robert Thomas. The two named individuals are officers of Ventures (the “Officers”) and by virtue of such position may be deemed to have beneficial ownership of the Common Stock held by Ventures.
Item 2 (b). Address of Principal Business Office or, if none, Residence:
The address of the principal business office of GKFF is 7030 South Yale, Suite 600, Tulsa, OK, 74136.
The address of the principal business office of Ventures is 7030 South Yale, Suite 600, Tulsa, OK, 74136.
The address of the principal business office of Mr. Levit is 7030 South Yale, Suite 600, Tulsa, OK, 74136.
The address of the principal business office of Mr. Thomas is 7030 South Yale, Suite 600, Tulsa, OK, 74136.
Item 2 (c). Citizenship: GKFF was organized, associated or formed under the laws of the State of Oklahoma. Ventures was organized, associated, or formed under the laws of the State of Oklahoma. The Officers are citizens of the United States of America.
Item 2 (d). Title of Class of Securities: Common Stock, par value $0.00001 per share
Item 2 (e). CUSIP No: 04523Y105
Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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[ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
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[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4. Ownership
The percentages used herein and in the rest of this Schedule 13G are calculated based upon a total of 22,992,273 shares of Common Stock issued and outstanding as of September 30, 2014, as reported in Aspen Aerogel, Inc.’s Form 10-Q for the quarter ending September 30, 2014. 3,167,322 shares of Aspen Aerogels, Inc. are held directly by Ventures and deemed beneficially owned by GKFF and the Officers. GKFF and the Officers disclaim beneficial ownership of the shares held directly by Ventures.
A. GKFF
(a) Amount Beneficially Owned: 3,167,322 shares
(b) Percent of Class: 13.78%
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 3,167,322 shares
(ii) shared power to vote or to direct the vote -0- shares
(iii) sole power to dispose or to direct the disposition of 3,167,322 shares
(iv) shared power to dispose or to direct the disposition of -0- shares
B. Ventures
(a) Amount Beneficially Owned: 3,167,322 shares
(b) Percent of Class: 13.78%
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 3,167,322 shares
(ii) shared power to vote or to direct the vote -0- shares
(iii) sole power to dispose or to direct the disposition of 3,167,322 shares
(iv) shared power to dispose or to direct the disposition of -0- shares
C. Kenneth J. Levit
(a) Amount Beneficially Owned: 3,167,322 shares
(b) Percent of Class: 13.78%
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 3,167,322 shares
(ii) shared power to vote or to direct the vote -0- shares
(iii) sole power to dispose or to direct the disposition of 3,167,322 shares
(iv) shared power to dispose or to direct the disposition of -0- shares
D. Robert Thomas
(a) Amount Beneficially Owned: 3,167,322 shares
(b) Percent of Class: 13.78%
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 3,167,322 shares
(ii) shared power to vote or to direct the vote -0- shares
(iii) sole power to dispose or to direct the disposition of 3,167,322 shares
(iv) shared power to dispose or to direct the disposition of -0- shares
Item 5. Ownership of
Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
GKFF Ventures I, LLC, as described in Item 2(a)
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: February 11, 2015
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George Kaiser Family Foundation
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By:
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/s/ Kenneth J. Levit
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Kenneth J. Levit
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Executive Director
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GKFF Ventures I, LLC
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By:
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/s/ Kenneth J. Levit
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Kenneth J. Levit
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President
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By:
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/s/ Kenneth J. Levit
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Kenneth J. Levit, Individually
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By:
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/s/ Robert Thomas
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Robert Thomas, Individually
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EXHIBIT INDEX
Exhibit A (99.1) - Joint Filing Agreement.