Manish Chawla - May 16, 2022 Form 4 Insider Report for ASPENTECH Corp (AZPN)

Role: Chief Revenue Officer
Signature: /s/F.G. Hammond, attorney-in-fact for Mr. Chawla
Stock symbol: AZPN
Transactions as of: May 16, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/18/2022, 04:32 PM
Previous filing: Apr 20, 2022
Next filing: May 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZPN	No Securities Beneficially Owned	Disposed to Issuer		-9.26K	-100%		0	May 16, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AZPN	Common Stock Option (Right to Buy)	Disposed to Issuer		-10.6K	-100%		0	May 16, 2022	Common Stock	10.6K	$161.95	Direct	F1, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Manish Chawla is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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	The option granted at the exercise price of $161.95 vests in 16 equal consecutive quarterly installments on the last business day of the quarter beginning with the quarter ending September 30, 2022.
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.