ASPEN AEROGELS INC — Director's Dealing 2021

Jul 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASPEN AEROGELS INC (ASPN)
CIK: 0001145986
Period of Report: 2021-06-29

Reporting Person: Young Donald R (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-29	Common Stock	A	461616	$0.00	Acquired	730011	Direct

Footnotes

F1: The reporting person was granted restricted shares of common stock (the "Award") pursuant to a Performance-Based Restricted Stock Agreement by and between Aspen Aerogels, Inc. and the reporting person subject to the 2014 Employee, Director and Consultant Equity Incentive Plan. In order for a tranche of this Award to vest, both time and performance vesting conditions must be satisfied. For the time vesting condition, 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 performance hurdle 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 performance period. If a share price hurdle is not met after five years, the applicable tranche is forfeited.

F2: (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.

F3: Represents 191,190 shares of common stock, 54,324 restricted stock units and 461,616 shares of restricted stock.