Aspen Technology Form 4 ASPENTECH / F G Hammond ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hammond F G

(Last) (First) (Middle)

C/O ASPEN TECHNOLOGY, INC.

20 CROSBY DRIVE

(Street)

BEDFORD MA 01730

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASPENTECH Corp [ AZPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/16/2022		D(1)		12,194(2)	D	(3)	16,765	D
Common Stock	05/16/2022		D(1)		16,765	D	(4)(5)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$115.36	05/16/2022		D(1)			7,224	(6)	09/03/2028	Common Stock	7,224	(5)(7)	0	D
Employee Stock Option (Right to Buy)	$133.2	05/16/2022		D(1)			7,219	(8)	09/02/2029	Common Stock	7,219	(5)(7)	0	D
Employee Stock Option (Right to Buy)	$130.51	05/16/2022		D(1)			8,841	(9)	12/27/2030	Common Stock	8,841	(5)(7)	0	D
Common Stock Option (Right to Buy)	$129.5	05/16/2022		D(1)			8,987	(10)	08/31/2031	Common Stock	8,987	(5)(7)	0	D

Explanation of Responses:

1. On May 16, 2022, the closing of the transactions contemplated by the Transaction Agreement and Plan of Merger, dated as of October 10, 2021, as amended, among Aspen Technology, Inc. ("AspenTech"), Emerson Electric Co., Emersub CX, Inc., ("New AspenTech") and certain other parties, occurred, pursuant to which AspenTech merged with a wholly owned subsidiary of New AspenTech (the "Merger"). Pursuant to the Merger, AspenTech became a wholly owned subsidiary of New AspenTech.

2. Includes 77 shares acquired under the Aspen Technology, Inc. 2018 Employee Stock Purchase Plan on May 9, 2022.

3. At the effective time of the Merger (the "Effective Time"), each outstanding share of the AspenTech common stock (other than certain excluded shares) automatically converted into the right to receive $87.69 in cash (the "Cash Consideration"), plus 0.42 of a validly issued, fully paid and nonassessable share of New AspenTech.

4. Reflects restricted stock units ("RSUs"). Each unvested RSU outstanding immediately prior to the Effective Time was cancelled and assumed by New AspenTech and converted into the right to receive an award of RSUs covering that number of shares of New AspenTech common stock, rounded down to the nearest whole share, equal to the product of (x) the number of shares of AspenTech common stock underlying such AspenTech RSU award and (y) the sum of (i) 0.42 and (ii) the quotient obtained by dividing (xx) $87.69 by (yy) the volume-weighted average price per share of the New AspenTech common stock on Nasdaq during the five trading days after the Effective Time (the sum obtained under clause (y), the "Aspen Equity Award Exchange Ratio").

5. Each converted equity award described herein shall be subject to the same terms and conditions (including vesting and expiration schedule, as applicable) as applied to the corresponding AspenTech equity award as of immediately prior to the Effective Time.

6. The option granted at the exercise price of $115.36 vests in 16 equal consecutive quarterly installments on the last business day of the quarter, beginning with the quarter ending September 30, 2018.

7. Each AspenTech stock option ("AspenTech Stock Option") outstanding immediately prior to the Effective Time was cancelled and assumed by New AspenTech and converted into the right to receive a New AspenTech stock option ("Converted Option") covering that number of shares of New AspenTech common stock, rounded down to the nearest whole share, equal to the product of (i) the number of shares of AspenTech common stock underlying the corresponding AspenTech Stock Option as of immediately prior to the Effective Time multiplied by (ii) the Aspen Equity Award Exchange Ratio. The exercise price applicable to each Converted Option shall be equal to (i) the exercise price per share of AspenTech common stock applicable to the corresponding AspenTech Stock Option as of immediately prior to the Effective Time divided by (ii) the Aspen Equity Award Exchange Ratio, rounded up to the nearest whole cent.

8. The option granted at the exercise price of $133.20 vests in 16 equal consecutive quarterly installments on the last business day of the quarter, beginning with the quarter ending September 30, 2019.

9. The option granted at the exercise price of $130.51, vests in 16 equal consecutive quarterly installments on the last business day of each quarter, beginning on December 31, 2020.

10. The option granted at the exercise price of $129.50 vests in 16 equal consecutive quarterly installments on the last business day of the quarter, beginning with the quarter ending September 30, 2021.

	/s/ F. G. Hammond	05/18/2022
	** Signature of Reporting Person	Date
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