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Explanatory Note
This Amendment No. 5 to a Statement on Schedule 13D (this “Schedule 13D Amendment”) relates to the shares of common stock, par
value $0.00001 per share (the “Public Shares”), of Aspen Aerogels, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by certain of the Reporting Persons identified therein on
April 5, 2022, as amended and restated by Amendment No. 4 thereto filed on August 2, 2024 (as amended and restated, the “Initial Schedule 13D”), and as further amended by this Amendment No. 5, the “Schedule
13D”). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Initial Schedule 13D. Capitalized terms used but not defined in this Amendment No. 5 shall have the
same meanings herein as are ascribed to such terms in the Initial Schedule 13D.
The filing of this Schedule 13D Amendment and the
information contained in the Schedule 13D shall not be construed as an admission that any of SCC Holdings, LLC, KIM, LLC, Koch Investments Group, LLC, Koch Investments Group Holdings, LLC, Koch Companies, LLC, or Koch, Inc. is for purposes of
Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13D.
Item 2. Identity and
Background
Item 2 of the Initial Schedule 13D is hereby amended and supplemented as follows:
The information set forth in the amended and restated Schedule A attached to this Amendment No. 5 is incorporated by reference in Item 2
and supersedes the previously filed Schedule A.
Set forth on Schedule A is the name and present principal occupation or employment of
each of the directors, managers and executive officers of each Reporting Person as of the date hereof. The business address for each of the directors, managers and executive officers listed on Schedule A, and the name and address of any corporation
or other organization in which each such director’s, manager’s or executive officer’s employment is conducted, is c/o Koch, Inc., 4111 East 37th Street North, Wichita, Kansas 67220.
(d)-(e) During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on
Schedule A to the Schedule 13D, (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with
respect to such laws.
(f) All of the directors, managers and executive officers listed on Schedule A are citizens of the United States.
Item 4. Purpose of Transaction
Item 4 of the Initial Schedule 13D is hereby amended and restated in its entirety, as follows:
The responses set forth in Item 3 and 6 of this Statement on Schedule 13D are incorporated by reference in their entirety.
On August 19, 2024, the Issuer entered into a privately negotiated note purchase and sale agreement (the “Note Purchase and Sale
Agreement”) with Wood River Capital, LLC (“Wood River”), pursuant to which the Issuer agreed to repurchase from Wood River an aggregate capitalized principal amount of $123,937,608 of the Issuer’s Convertible Senior PIK Toggle
Notes due 2027 (the “Notes”) (inclusive of PIK interest paid through June 30, 2024), such aggregate amount being the entire outstanding amount of the Notes, for an aggregate purchase price of $150,028,886 in cash (the “Notes
Repurchase”). The Notes Repurchase was consummated on August 19, 2024.
The Reporting Persons have acquired the Public Shares
and the Notes for investment purposes. The Reporting Persons review their investment in the Issuer on a continuing basis, and may in the future determine to dispose of all or a portion of the securities of the Issuer owned by them or to take any
other available course of action.
Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to
change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a
variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons;
changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.