SEC FORM 4

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pietri Antonio J

(Last)

(First)

(Middle)

C/O ASPEN TECHNOLOGY, INC.

20 CROSBY DRIVE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aspen Technology, Inc. [ AZPN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2025		J⁽¹⁾		121,600	D	⁽¹⁾	0	D
Common Stock	03/12/2025		D⁽¹⁾		13⁽²⁾	D	⁽¹⁾	0	D
Common Stock	03/11/2025		J⁽¹⁾		11,450	D	⁽¹⁾	0	I	By GRAT
Common Stock	03/12/2025		D		50,276⁽³⁾	D	⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Option (Right to Buy)	$193.49	03/12/2025		D⁽⁵⁾			74,851	⁽⁵⁾	05/31/2032	Common Stock	74,851	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$146.48	03/12/2025		D⁽⁵⁾			63,649	⁽⁵⁾	12/27/2030	Common Stock	63,649	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$145.35	03/12/2025		D⁽⁵⁾			58,956	⁽⁵⁾	08/31/2031	Common Stock	58,956	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$129.48	03/12/2025		D⁽⁵⁾			42,137	⁽⁵⁾	09/03/2028	Common Stock	42,137	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$149.5	03/12/2025		D⁽⁵⁾			39,209	⁽⁵⁾	09/02/2029	Common Stock	39,209	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$51.03	03/12/2025		D⁽⁵⁾			34,324	⁽⁵⁾	08/31/2026	Common Stock	34,324	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$70.99	03/12/2025		D⁽⁵⁾			26,074	⁽⁵⁾	08/31/2027	Common Stock	26,074	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$48.91	03/11/2025		D⁽⁵⁾			12,834	⁽⁵⁾	08/02/2025	Common Stock	12,834	⁽⁵⁾	0	D

Explanation of Responses:

1. 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.

2. Includes 13 shares acquired on March 12, 2025 under the Aspen Technology, Inc. 2022 Employee Stock Purchase Plan.

3. 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").

4. 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.

5. 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.

	/s/Christopher A. Cooper, attorney-in fact for Mr. Pietri	03/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

President & CEO Pietri Antonio J returned 50,289 shares to the company and disposed of 133,050 shares, closing all direct ownership in the company (SEC Form 4)