4//SEC Filing
Whelan, Jr. Robert M. 4
Accession 0001127602-25-009349
CIK 0001897982other
Filed
Mar 12, 8:00 PM ET
Accepted
Mar 13, 4:25 PM ET
Size
16.8 KB
Accession
0001127602-25-009349
Insider Transaction Report
Form 4
Whelan, Jr. Robert M.
Director
Transactions
- Disposition to Issuer
Director Stock Option (Right to Buy)
2025-03-12$51.03/sh−3,266$166,664→ 0 totalExercise: $51.03Exp: 2026-08-31→ Common Stock (3,266 underlying) - Other
Common Stock
2025-03-11−7,344→ 0 total - Disposition to Issuer
Common Stock
2025-03-12−1,196→ 0 total - Disposition to Issuer
Director Stock Option (Right to Buy)
2025-03-12$49.81/sh−2,946$146,740→ 0 totalExercise: $49.81Exp: 2025-08-02→ Common Stock (2,946 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2025-03-12$129.48/sh−1,430$185,156→ 0 totalExercise: $129.48Exp: 2028-09-03→ Common Stock (1,430 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2025-03-12$70.99/sh−2,515$178,540→ 0 totalExercise: $70.99Exp: 2027-08-31→ Common Stock (2,515 underlying)
Footnotes (4)
- [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]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").
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each Company RSU held by a non-employee director of the Issuer (whether vested or unvested) was cancelled and converted into the right to receive a cash payment (without interest and subject to any applicable tax withholding) equal to the product of (1) the Merger Consideration and (2) the number of Shares subject to such Company RSU.
- [F4]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.
Documents
Issuer
Aspen Technology, Inc.
CIK 0001897982
Entity typeother
Related Parties
1- filerCIK 0001490045
Filing Metadata
- Form type
- 4
- Filed
- Mar 12, 8:00 PM ET
- Accepted
- Mar 13, 4:25 PM ET
- Size
- 16.8 KB