Karen Golz - May 23, 2022 Form 4 Insider Report for Aspen Technology, Inc. (AZPN)

Role: Director
Signature: /s/F.G. Hammond, attorney-in-fact for Ms. Golz
Stock symbol: AZPN
Transactions as of: May 23, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/25/2022, 06:59 PM
Previous filing: May 17, 2022
Next filing: Jun 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZPN	Common Stock	Award		+339	+58.96%		914	May 23, 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	Director Stock Option (Right to Buy)	Award		+1.15K			1.15K	May 23, 2022	Common Stock	1.15K	$167.79	Direct	F1, F3
transaction	AZPN	Director Stock Option (Right to Buy)	Award		+429			429	May 23, 2022	Common Stock	429	$145.35	Direct	F1, F4

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

Explanation of Responses:

Id	Content
F1	Represents equity awards granted by Aspen Technology, Inc. (which subsequently changed its name to "AspenTech Corporation", "Former AspenTech") that have been converted into equity awards of Emersub CX, Inc. (which subsequently changed its name to "Aspen Technology Inc.", the "Issuer") pursuant to the terms of the Transaction Agreement and Plan of Merger, dated as of October 10, 2021, as amended, among Former AspenTech, the Issuer and certain other parties thereto (the "Transaction Agreement"), pursuant to which Former AspenTech merged with a wholly owned subsidiary of the Issuer and became a wholly owned subsidiary of the Issuer (the "Transaction"). The Transaction closed on May 16, 2022. Pursuant to the terms of the Transaction Agreement, the number of equity awards reported herein were determined on May 23, 2022, based on the five-day volume weighted average price of the Issuer's common stock following the closing of the Transaction.
F2	Each Restricted Stock Unit represents a contingent right to receive one share of Issuer common stock.
F3	One third of the options granted at the exercise price of $167.79 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.
F4	The option granted at the exercise price of $145.35 vests in 16 equal consecutive quarterly installments on the last business day of the quarter, beginning with the quarter ending September 30, 2021.