UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Aspen Aerogels Inc.	
(Name of Issuer)	
 	
Common Stock	
(Title of Class of Securities)	
 	
04523Y105	
(CUSIP Number)	
 	
RCGM, LLC
Reservoir Capital Group, L.L.C.
Reservoir Capital Partners (Cayman) L.P.
RCP GP, LLC
Reservoir Capital Partners, L.P.
Reservoir Capital Master Fund, L.P.
767 Fifth Avenue, 16 th Floor
New York, New York 10153
(212) 610-9000	
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)	
 	
November 30, 2017	
(Date of Event which Requires Filing of this Statement)	

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be  subject to all other  provisions of the Act  (however, see the Notes).

 

CUSIP No. 04523Y105	SCHEDULE 13D	Page 2 of 12	

1	NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
RCGM, LLC	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a)   o
(b)  x	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
Not Applicable	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 	o	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States	 	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
0	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
0	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0	 	
14	TYPE OF REPORTING PERSON
 
OO	 	

CUSIP No. 04523Y105	SCHEDULE 13D	Page 3 of 12	

1	NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Daniel H. Stern	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a)   o
(b)  x	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
Not Applicable	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 	o	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States	 	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
0	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
0	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0	 	
14	TYPE OF REPORTING PERSON
 
IN	 	

CUSIP No. 04523Y105	SCHEDULE 13D	Page 4 of 12	

1	NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Craig A. Huff	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a)   o
(b)  x	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
Not Applicable	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 	o	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States	 	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
0	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
0	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0	 	
14	TYPE OF REPORTING PERSON
 
IN	 	

CUSIP No. 04523Y105	SCHEDULE 13D	Page 5 of 12	

1	NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Reservoir Capital Group, L.L.C.	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a)   o
(b)  x	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
Not Applicable	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 	o	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States	 	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
0	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
0	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0	 	
14	TYPE OF REPORTING PERSON
 
OO	 	

CUSIP No. 04523Y105	SCHEDULE 13D	Page 6 of 12	

1	NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Reservoir Capital Partners (Cayman), L.P.	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a)   o
(b)  x	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
Not Applicable	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 	o	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands	 	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
0	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
0	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0	 	
14	TYPE OF REPORTING PERSON
 
PN	 	

CUSIP No. 04523Y105	SCHEDULE 13D	Page 7 of 12	

1	NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
RCP GP, LLC	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a)   o
(b)  x	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
Not Applicable	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 	o	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States	 	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
0	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
0	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0	 	
14	TYPE OF REPORTING PERSON
 
OO	 	

CUSIP No. 04523Y105	SCHEDULE 13D	Page 8 of 12	

1	NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Reservoir Capital Partners, L.P.	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a)   o
(b)  x	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
OO	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 	o	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States	 	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
0	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
0	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0	 	
14	TYPE OF REPORTING PERSON
 
PN	 	

CUSIP No. 04523Y105	SCHEDULE 13D	Page 9 of 12	

1	NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Reservoir Capital Master Fund, L.P.	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 	(a)   o
(b)  x	
3	SEC USE ONLY

4	SOURCE OF FUNDS
 
OO	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 	o	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States	 	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH	7	SOLE VOTING POWER
 
0	
	8	SHARED VOTING POWER
 
0	
	9	SOLE DISPOSITIVE POWER
 
0	
	10	SHARED DISPOSITIVE POWER
 
0	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0	 	
14	TYPE OF REPORTING PERSON
 
PN	 	

CUSIP No. 04523Y105	SCHEDULE 13D	Page 10 of 12	

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is being filed by RCGM, LLC, a Delaware limited liability company (“RCGM”), Mr. Daniel H. Stern, Mr. Craig A. Huff, Reservoir Capital Group, L.L.C., a Delaware limited liability company (“RCG”), Reservoir Capital Partners (Cayman), L.P., a limited partnership organized under the laws of the Cayman Islands (“RCP Cayman”), RCP GP, LLC, a Delaware limited liability company (“RCP GP”), Reservoir Capital Partners, L.P., a Delaware limited partnership (“RCP”), and Reservoir Capital Master Fund, L.P., a limited partnership organized under the laws of the Cayman Islands (“RCMF”), with respect to the beneficial ownership of the common stock, par value $0.00001 per share (the “Common Stock”) of Aspen Aerogels Inc., a Delaware corporation (the “Company”).

Amendment No. 3 is being filed jointly by RCGM, Messrs. Stern and Huff, RCG, RCP Cayman, RCP GP, RCP and RCMF (each a “Reporting Person” and collectively the “Reporting Persons”) pursuant to a joint filing statement attached hereto as Exhibit 1 and amends the Reporting Persons’ response to Item 5 as set forth below.

Item 5. Interest in Securities of the Issuer

(a) - (d)      Not applicable.
 
(e)                The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock as of November 30, 2017.

CUSIP No. 04523Y105	SCHEDULE 13D	Page 11 of 12	

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 4, 2017
 
 	 	RCGM, LLC	
 	 	By: 	/s/ Craig A. Huff  	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer	

 	 	Daniel H. Stern
 	
 	 	/s/ Daniel H. Stern	 	
 	 	Name:	Daniel H. Stern	
 
 	 	Craig A. Huff
 	
 	 	/s/ Craig A. Huff	 	
 	 	Name:	Craig A. Huff	
 
 	 	Reservoir Capital Group, L.L.C.	
 	 	By: 	/s/ Craig A. Huff	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer	
 
 	 	Reservoir Capital Partners (Cayman), L.P.
By:  Reservoir Capital Group, L.L.C., its general partner	
 	 	By: 	/s/ Craig A. Huff	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer	

 	 	RCP GP, LLC	
 	 	By: 	/s/ Craig A. Huff	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer	

CUSIP No. 04523Y105	SCHEDULE 13D	Page 12 of 12	

 	 	Reservoir Capital Partners, L.P.
By: RCP GP, LLC, its general partner	
 	 	By: 	/s/ Craig A. Huff	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer	
 
 	 	Reservoir Capital Master Fund, L.P.
By: Reservoir Capital Group, L.L.C., its general partner	
 	 	By: 	/s/ Craig A. Huff	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer	

EXHIBIT 1
to SCHEDULE 13D
JOINT FILING STATEMENT
PURSUANT TO RULE 13D-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
 
Dated:   December 4, 2017
 
 	 	RCGM, LLC	
 	 	By: 	/s/ Craig A. Huff	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer	

 	 	Daniel H. Stern
 	
 	 	/s/ Daniel H. Stern	 	
 	 	Name:	Daniel H. Stern	
 
 	 	Craig A. Huff
 	
 	 	/s/ Craig A. Huff	 	
 	 	Name:	Craig A. Huff	
 
 	 	Reservoir Capital Group, L.L.C.	
 	 	By: 	/s/ Craig A. Huff	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer   	
 
 	 	Reservoir Capital Partners (Cayman), L.P.
By:  Reservoir Capital Group, L.L.C., its general partner	
 	 	By: 	/s/ Craig A. Huff	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer    	

 
 	 	RCP GP, LLC	
 	 	By: 	/s/ Craig A. Huff	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer      	

 	 	Reservoir Capital Partners, L.P.
By: RCP GP, LLC, its general partner	
 	 	By: 	/s/ Craig A. Huff	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer	
 
 	 	Reservoir Capital Master Fund, L.P.
By: Reservoir Capital Group, L.L.C., its general partner	
 	 	By: 	/s/ Craig A. Huff	 
 	
 	 	 	Name: Craig A. Huff
Title: Co-Chief Executive Officer