Antonio J. Pietri - Mar 11, 2025 Form 4 Insider Report for Aspen Technology, Inc. (AZPN)

Role
President & CEO, Director
Signature
/s/Christopher A. Cooper, attorney-in fact for Mr. Pietri
Stock symbol
AZPN
Transactions as of
Mar 11, 2025
Transactions value $
$0
Form type
4
Date filed
3/13/2025, 04:27 PM
Previous filing
Mar 3, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AZPN Common Stock Other -122K -100% 0 Mar 11, 2025 Direct F1
transaction AZPN Common Stock Disposed to Issuer -13 -100% 0 Mar 12, 2025 Direct F1, F2
transaction AZPN Common Stock Other -11.5K -100% 0 Mar 11, 2025 By GRAT F1
transaction AZPN Common Stock Disposed to Issuer -50.3K -100% 0 Mar 12, 2025 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AZPN Common Stock Option (Right to Buy) Disposed to Issuer -74.9K -100% 0 Mar 12, 2025 Common Stock 74.9K $193.49 Direct F5
transaction AZPN Employee Stock Option (Right to Buy) Disposed to Issuer -63.6K -100% 0 Mar 12, 2025 Common Stock 63.6K $146.48 Direct F5
transaction AZPN Employee Stock Option (Right to Buy) Disposed to Issuer -59K -100% 0 Mar 12, 2025 Common Stock 59K $145.35 Direct F5
transaction AZPN Employee Stock Option (Right to Buy) Disposed to Issuer -42.1K -100% 0 Mar 12, 2025 Common Stock 42.1K $129.48 Direct F5
transaction AZPN Employee Stock Option (Right to Buy) Disposed to Issuer -39.2K -100% 0 Mar 12, 2025 Common Stock 39.2K $149.50 Direct F5
transaction AZPN Employee Stock Option (Right to Buy) Disposed to Issuer -34.3K -100% 0 Mar 12, 2025 Common Stock 34.3K $51.03 Direct F5
transaction AZPN Employee Stock Option (Right to Buy) Disposed to Issuer -26.1K -100% 0 Mar 12, 2025 Common Stock 26.1K $70.99 Direct F5
transaction AZPN Employee Stock Option (Right to Buy) Disposed to Issuer -12.8K -100% 0 Mar 11, 2025 Common Stock 12.8K $48.91 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Antonio J. Pietri is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 26, 2025, among Aspen Technology, Inc. (the "Issuer"), Emerson Electric Co. ("Parent"), and Emersub CXV, Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a cash tender offer for shares of common stock of the Issuer (each, a "Share") not already owned by Parent and thereafter merged with and into the Issuer, effective as of March 12, 2025 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $265.00 in cash (the "Merger Consideration"), without interest and less any applicable tax withholding.
F2 Includes 13 shares acquired on March 12, 2025 under the Aspen Technology, Inc. 2022 Employee Stock Purchase Plan.
F3 Represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one Share upon vesting of the RSU (a "Company RSU").
F4 Pursuant to the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was cancelled and converted into an award of RSUs with respect to shares of common stock of Parent (each, a "Parent RSU"). The number of Parent shares applicable to each Parent RSU is equal to (i) the number of Shares underlying each Company RSU multiplied by (ii) the Equity Award Exchange Ratio (as defined in the Merger Agreement), rounded down to the nearest whole number of Parent shares. Each Parent RSU is subject to the same terms and conditions, including vesting schedule, that applied to the corresponding Company RSU prior to the Effective Time.
F5 Pursuant to the Merger Agreement, at the Effective Time, each option (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, an amount in cash, without interest, less any applicable tax withholding, equal to the excess, if any, of the Merger Consideration over the exercise price per share of such option. Each option that was outstanding and unexercised immediately prior to the Effective Time which had a per share exercise price greater than or equal to the Merger Consideration was cancelled with no consideration payable.