| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AZPN | Common Stock | Disposed to Issuer | -1.21K | -73.53% | 436 | May 16, 2022 | Direct | F1, F2 | ||
| transaction | AZPN | Common Stock | Disposed to Issuer | -436 | -100% | 0 | May 16, 2022 | Direct | F1, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AZPN | Director Stock Option (Right to Buy) | Disposed to Issuer | -1.29K | -100% | 0 | May 16, 2022 | Common Stock | 1.29K | $149.38 | Direct | F1, F4, F5, F6 | ||
| transaction | AZPN | Director Stock Option (Right to Buy) | Disposed to Issuer | -298 | -100% | 0 | May 16, 2022 | Common Stock | 298 | $129.50 | Direct | F1, F4, F6, F7 |
Jill D. Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | Reflects restricted stock units ("RSUs"). Each unvested RSU outstanding immediately prior to the Effective Time was cancelled and assumed by New AspenTech and converted into the right to receive an award of RSUs covering that number of shares of New AspenTech common stock, rounded down to the nearest whole share, equal to the product of (x) the number of shares of AspenTech common stock underlying such AspenTech RSU award and (y) the sum of (i) 0.42 and (ii) the quotient obtained by dividing (xx) $87.69 by (yy) the volume-weighted average price per share of the New AspenTech common stock on Nasdaq during the five trading days after the Effective Time (the sum obtained under clause (y), the "Aspen Equity Award Exchange Ratio"). |
| 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 | One third of the options granted at the exercise price of $149.38 will vest on the first anniversary of the grant and the remainder will vest in eight consecutive quarterly installments on the last business day of the quarter until fully vested (except as otherwise necessary to avoid vesting of a fractional share). |
| F6 | 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. |
| F7 | The option granted at the exercise price of $129.50 was fully vested on the date of grant. |