Sec Form 4 Filing - SCHILLING KEITH L @ ASPEN AEROGELS INC - 2022-06-02

Insider filing report for Changes in Beneficial Ownership
"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
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
SCHILLING KEITH L
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)
Sr. Vice President, Technology
(Last) (First) (Middle)
30 FORBES ROAD, BUILDING B
3. Date of Earliest Transaction (MM/DD/YY)
06/02/2022
(Street)
NORTHBOROUGH, MA01532
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 06/02/2022 A 53,590( 1 )( 2 ) A $ 0( 1 )( 2 ) 61,433( 3 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHILLING KEITH L
30 FORBES ROAD
BUILDING B
NORTHBOROUGH, MA01532
Sr. Vice President, Technology
Signatures
/s/ Poongunran Muthukumaran, Attorney-in-Fact 06/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person was granted restricted shares of common stock (the "Award") pursuant to a Performance-Based Restricted StockAgreement by and between Aspen Aerogels, Inc. and the reporting person subject to the 2014 Employee, Director and Consultant EquityIncentive Plan. In order for a tranche of this Award to vest, both time and performance vesting conditions must be satisfied. For the time vestingcondition, 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 performancehurdle 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 performanceperiod. If a share price hurdle is not met after five years, the applicable tranche is forfeited.
( 2 )(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.
( 3 )Represents 7,843 Restricted Stock Units and 53,590 Restricted Stock.

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.