4//SEC Filing
Keresty Georgia 4
Accession 0001127602-22-014973
CIK 0000929940other
Filed
May 17, 8:00 PM ET
Accepted
May 18, 4:45 PM ET
Size
15.8 KB
Accession
0001127602-22-014973
Insider Transaction Report
Form 4
ASPENTECH CorpAZPN
Keresty Georgia
Director
Transactions
- Disposition to Issuer
Common Stock
2022-05-16−3,465→ 0 total - Disposition to Issuer
Director Stock Option (Right to Buy)
2022-05-16−1,444→ 0 totalExercise: $133.20Exp: 2029-09-02→ Common Stock (1,444 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2022-05-16−303→ 0 totalExercise: $130.51Exp: 2030-12-27→ Common Stock (303 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2022-05-16−1,531→ 0 totalExercise: $129.50Exp: 2031-08-31→ Common Stock (1,531 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2022-05-16−1,684→ 0 totalExercise: $109.97Exp: 2029-04-16→ Common Stock (1,684 underlying)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]One third of the option granted at the exercise price of $109.97 will vest on the first anniversary of the grant date and the remainder will vest in eight equal consecutive quarterly installments on the last business day of the quarter until fully vested.
- [F4]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.
- [F5]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.
- [F6]The option granted at the exercise price of $133.20 was fully vested on the date of grant.
- [F7]The option granted at the exercise price of $130.51 was fully vested on the date of grant.
- [F8]The option granted at the exercise price of $129.50 was fully vested on the date of grant.
Documents
Issuer
ASPENTECH Corp
CIK 0000929940
Entity typeother
Related Parties
1- filerCIK 0001773532
Filing Metadata
- Form type
- 4
- Filed
- May 17, 8:00 PM ET
- Accepted
- May 18, 4:45 PM ET
- Size
- 15.8 KB