Sec Form 4 Filing - Prend David J @ ASPEN AEROGELS INC - 2014-06-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Prend David J 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ROCKPORT CAPITAL PARTNERS, 160 FEDERAL STREET, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/18/2014 (Street) BOSTON, MA02110 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/18/2014 C 152 A 215 I Held by Rockport SII, LLC( 2 ) Common Stock 06/18/2014 C 32 A 247 I Held by Rockport SII, LLC( 2 ) Common Stock 06/18/2014 C 1,001 A 1,248 I Held by Rockport SII, LLC( 2 ) Common Stock 06/18/2014 A 34,176 A $ 6.875( 5 ) 35,424 I Held by Rockport SII, LLC( 2 ) Common Stock 06/18/2014 C 8 A 50 I Held by RP Co-Investment Fund I, L.P.( 2 ) Common Stock 06/18/2014 C 251 A 301 I Held by RP Co-Investment Fund I, L.P.( 2 ) Common Stock 06/18/2014 A 8,585 A $ 6.875( 6 ) 8,886 I Held by RP Co-Investment Fund I, L.P.( 2 ) Common Stock 06/18/2014 A 4,163 A $ 6.875( 7 ) 13,049 I Held by RP Co-Investment Fund I, L.P.( 2 ) Common Stock 06/18/2014 A 8,076 A $ 6.875( 8 ) 21,125 I Held by RP Co-Investment Fund I, L.P.( 2 ) Common Stock 06/18/2014 A 2,627 A $ 6.875( 9 ) 23,752 I Held by RP Co-Investment Fund I, L.P.( 2 ) Common Stock 153,765 I Held by Rockport Capital Partners, L.P.( 2 ) Common Stock 393,141 I Held by Rockport Capital Partners II, L.P.( 2 ) Common Stock 7,727 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Preferred Stock ( 1 ) 06/18/2014 C 96,535 09/14/2009 ( 10 ) Common Stock 152( 1 ) ( 1 ) 0 I Held by Rockport SII, LLC( 2 ) Series B Preferred Stock ( 3 ) 06/18/2014 C 17,812 09/22/2010 ( 10 ) Common Stock 32( 3 ) ( 3 ) 0 I Held by Rockport SII, LLC( 2 ) Series B Preferred Stock ( 3 ) 06/18/2014 C 4,207 09/22/2010 ( 10 ) Common Stock 8( 3 ) ( 3 ) 0 I Held by RP Co-Investment Fund I, L.P.( 2 ) Warrant to Purchase Series C Preferred Stock (right to buy) $ 0.0001 06/18/2014 X 831,647 05/06/2013 03/28/2023 Series C Preferred Stock 831,647 $ 0( 11 ) 0 I Held by Rockport SII, LLC( 2 ) Series C Preferred Stock ( 4 ) 06/18/2014 X 831,647 06/18/2014 ( 10 ) Common Stock 1,008 $ 0( 4 ) 831,647 I Held by Rockport SII, LLC( 2 ) Series C Preferred Stock ( 4 ) 06/18/2014 F( 11 ) 6,236 06/18/2014 ( 10 ) Common Stock 8 $ 0.0133( 11 ) 825,411 I Held by Rockport SII, LLC( 2 ) Series C Preferred Stock ( 4 ) 06/18/2014 C 825,411 06/18/2014 ( 10 ) Common Stock 1,001( 4 ) ( 4 ) 0 I Held by Rockport SII, LLC( 2 ) Warrant to Purchase Series C Preferred Stock (right to buy) $ 0.0001 06/18/2014 X 208,921 05/06/2013 03/28/2023 Series C Preferred Stock 208,921 $ 0( 12 ) 0 I Held by RP Co-Investment Fund I, L.P.( 2 ) Series C Preferred Stock ( 4 ) 06/18/2014 X 208,921 06/18/2014 ( 10 ) Common Stock 253 $ 0( 4 ) 208,921 I Held by RP Co-Investment Fund I, L.P.( 2 ) Series C Preferred Stock ( 4 ) 06/18/2014 F( 12 ) 1,567 06/18/2014 ( 10 ) Common Stock 2 $ 0.0133( 12 ) 207,354 I Held by RP Co-Investment Fund I, L.P.( 2 ) Series C Preferred Stock ( 4 ) 06/18/2014 C 207,354 06/18/2014 ( 10 ) Common Stock 251( 4 ) ( 4 ) 0 I Held by RP Co-Investment Fund I, L.P.( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Prend David J C/O ROCKPORT CAPITAL PARTNERS 160 FEDERAL STREET, 18TH FLOOR BOSTON, MA02110 X Signatures /s/ John P. Condon, Attorney-in-fact 06/20/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series A Preferred Stock issued on September 14, 2009 converted to Common Stock on a 0.00158300-for-1 basis. ( 2 )Mr. Prend is a managing member of RockPort Capital I, LLC, RockPort Capital II, LLC, RockPort SGII, LLC and RP Co-Investment Fund I GP, LLC, which are the general partners, respectively, of RockPort Capital Partners, L.P., RockPort Capital Partners II, L.P., RockPort SII, LLC and RP Co-Investment Fund I, LP. Mr. Prend disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 3 )The Series B Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series B Preferred Stock issued on September 22, 2010 converted to Common Stock on a 0.00181579-for-1 basis. ( 4 )The Series C Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series C Preferred Stock converted to Common Stock on a 0.00121250-for-1 basis. ( 5 )Upon the closing of the Issuer's initial public offering on June 18, 2014, the holder was issued shares of common stock upon the automatic conversion of the principal amount of $215,036 plus accrued and unpaid interest on the Senior Subordinated Convertible Note issued to the holder on May 6, 2013, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share. ( 6 )Upon the closing of the Issuer's initial public offering on June 18, 2014, the holder was issued shares of common stock upon the automatic conversion of the principal amount of $54,020 plus accrued and unpaid interest on the Senior Subordinated Convertible Note issued to the holder on May 6, 2013, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share. ( 7 )Upon the closing of the Issuer's initial public offering on June 18, 2014, the holder was issued shares of common stock upon the automatic conversion of the principal amount of $24,416 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the holder on June 11, 2012, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share. ( 8 )Upon the closing of the Issuer's initial public offering on June 18, 2014, the holder was issued shares of common stock upon the automatic conversion of the principal amount of $48,464 plus accrued and unpaid interest on the Subordinated Convertible Promissory Note issued to the holder on September 26, 2012, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share. ( 9 )Upon the closing of the Issuer's initial public offering on June 18, 2014, the holder was issued shares of common stock upon the automatic conversion of the principal amount of $14,813 plus accrue d and unpaid interest on the Subordinated Convertible Promissory Note issued to the holder on December 6, 2011, which was automatically convertible at 62.5% of the Issuer's initial public offering price pursuant to the terms of the note. The Issuer's initial public offering price was $11.00 per share, so the conversion price was $6.875 per share. ( 10 )Not applicable. ( 11 )Immediately prior to the consummation of the Issuer's initial public offering, the warrants to purchase Series C preferred stock were automatically exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 6,236 shares of Series C preferred stock to pay the exercise price and issuing to the holder the remaining 825,411 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock equivalent to the initial public offering price of $11.00 per share of common stock. ( 12 )Immediately prior to the consummation of the Issuer's initial public offering, the warrants to purchase Series C preferred stock were automatically exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 1,567 shares of Series C preferred stock to pay the exercise price and issuing to the holder the remaining 207,354 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock equivalent to the initial public offering price of $11.00 per share of common stock.

Remarks: 2 of 2 Form 4 filings by the reporting person

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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