4//SEC Filing
Baker David John 4
Accession 0001127602-25-009352
CIK 0001897982other
Filed
Mar 12, 8:00 PM ET
Accepted
Mar 13, 4:28 PM ET
Size
7.8 KB
Accession
0001127602-25-009352
Insider Transaction Report
Form 4
Baker David John
SVP, Chief Financial Officer
Transactions
- Other
Common Stock
2025-03-11−2,942→ 0 total - Disposition to Issuer
Common Stock
2025-03-12−8,648→ 0 total
Footnotes (3)
- [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 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.
Documents
Issuer
Aspen Technology, Inc.
CIK 0001897982
Entity typeother
Related Parties
1- filerCIK 0002026536
Filing Metadata
- Form type
- 4
- Filed
- Mar 12, 8:00 PM ET
- Accepted
- Mar 13, 4:28 PM ET
- Size
- 7.8 KB