Koch Industries & Wood River Capital Amend Aspen Aerogels Filing

TL;DR

Koch & Wood River Capital updated their Aspen Aerogels stake filing. Watch for more.

AI Summary

Koch Industries, Inc. and Wood River Capital, LLC have filed an amendment (Amendment No. 3) to their Schedule 13D for Aspen Aerogels, Inc., dated May 16, 2024. This filing indicates a change in their beneficial ownership of Aspen Aerogels' common stock. The specific details of the ownership change and the total percentage held are not explicitly stated in this excerpt, but the filing is a required update under the Securities Exchange Act of 1934.

Why It Matters

This amendment signals a potential shift in significant stakeholder positions within Aspen Aerogels, which could influence the company's strategic direction or future corporate actions.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership by major shareholders, which can lead to increased volatility or strategic shifts.

Key Players & Entities

• Koch Industries, Inc. (company) — Filing entity
• Wood River Capital, LLC (company) — Filing entity
• Aspen Aerogels, Inc. (company) — Subject company
• Raffaele G. Fazio (person) — Authorized contact for Koch Industries

FAQ

Key Financial Figures

• $0.00001 — me of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securiti

Filing Documents

• d817471dsc13da.htm (SC 13D/A) — 84KB
• d817471dex991.htm (EX-99.1) — 31KB
• 0001193125-24-140822.txt ( ) — 116KB

of this Statement on Schedule 13D is hereby amended and supplemented as follows

Item 2 of this Statement on 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. 3 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 directors, managers or executive officers employment is conducted, is c/o Koch Industries, 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. Item4. Purpose of the Transaction

of this Statement on Schedule 13D is hereby amended and replaced in its entirety by the following

Item 4 of this Statement on Schedule 13D is hereby amended and replaced in its entirety by the following: The responses set forth in Item 3 and Item 6 hereof are incorporated by reference in their entirety. The Reporting Persons hold 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: (1) to dispose of all or a portion of the securities of the Issuer owned by them or (2) to take any other available course of action. From time to time, the Reporting Persons intend to engage in discussions with the Board of Directors of the Issuer and/or members of the Issuers management team concerning a broad range of operational and strategic matters, including, without limitation, the Issuers business, operations, capital structure, governance, management, and strategy as well as potential financings, business combinations, strategic alternatives, and other matters concerning the Issuer, including transactions in which the Reporting Persons may seek to participate and potentially engage. CUSIP: 04523Y105 Page: Page 5 of 10 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 Issuers business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; developments with respect to the business of 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. Except as set

of this Statement on Schedule 13D is hereby amended and replaced in its entirety by the following

Item 5 of this Statement on Schedule 13D is hereby amended and replaced in its entirety by the following: The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover pages of this Schedule 13D Amendment is incorporated by reference in its entirety into this Item 5. (a) and (b) As of the date hereof, the Reporting Persons hold 16,232,696 Public Shares, representing approximately 20.3% of the outstanding Public Shares. The percentage of the outstanding Public Shares held by the Reporting Persons is calculated using 80,113,477 Public Shares deemed outstanding as of May 1, 2024, including (i) 76,121,210 Public Shares outstanding as of May 1, 2024 as set forth in the Issuers Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 2, 2024, and (ii) 3,952,267 Public Shares issuable upon conversion of the Notes, which includes Public Shares issuable upon conversion of the principal amount, as increased by payment-in-kind interest payments through, and including, December 30, 2023. (c) Except as set forth in this Schedule 13D Amendment, no transactions in the Public Shares were effected by the Reporting Persons, or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto in the 60 days preceding the date hereof. (d) Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Public Shares of the Issuer beneficially owned by the Reporting Persons as described in this Item 5. (e) Not applicable. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of this Statement on Schedule 13D is hereby amended and supplemented as follows

Item 6 of this Statement on Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 3 of this Statement is incorporated by reference in its entirety into this Item 6. Lock-Up Agreement CUSIP: 04523Y105 Page: Page 6 of 10 Wood River executed a Lock-Up Agreement (the Lock-Up Agreement) in connection with its sale of common stock of the Issuer on May 14, 2024. Under the terms of the Lock-Up Agreement, during the period beginning on May 14, 2024 (the Initial Trade Date) through and including the date that is the 60th day after the Initial Trade Date (the Lock-Up Period), subject to certain carve-outs and exceptions, including with respect to transactions involving the Notes, Wood River will not, and will not cause or direct any of its affiliates to, without the prior written consent of the Representatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, lend or otherwise dispose of, or announce the intention to otherwise dispose of, any Public Shares or securities convertible into or exercisable or exchangeable for Public Shares, (ii) enter into, or announce the intention to enter into, any swap, hedge or similar agreement or arrangement (including, without limitation, the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) that transfers, is designed to transfer or reasonably could be expected to transfer (whether by the undersigned or someone other than the undersigned) in whole or in part, directly or indirectly, the economic risk of ownership of Public Shares or securities convertible into or exercisable or exchangeable for Public Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in, or announce the intention to engage in, any shor

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