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

Role: SVP, Chief Accounting Officer
Signature: /s/F.G. Hammond, attorney-in-fact for Mr. Stagno
Stock symbol: AZPN
Transactions as of: May 23, 2022
Transactions value $: -$21,207
Form type: 4
Date filed: 5/25/2022, 07:15 PM
Previous filing: May 17, 2022
Next filing: Jul 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZPN	Common Stock	Award		+3.47K	+1455.88%		3.7K	May 23, 2022	Direct	F1, F2
transaction	AZPN	Common Stock	Tax liability	-$21.2K	-114	-3.08%	$186.03	3.59K	May 23, 2022	Direct	F3

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)	Award		+1.73K			1.73K	May 23, 2022	Common Stock	1.73K	$138.93	Direct	F1, F4
transaction	AZPN	Common Stock Option (Right to Buy)	Award		+1.48K			1.48K	May 23, 2022	Common Stock	1.48K	$145.35	Direct	F1, F5

* 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	Shares withheld by Registrant to satisfy minimum statutory tax withholding requirements on vesting of Restricted Stock Units and distribution of stock.
F4	The stock options vest in 16 equal consecutive installments beginning with the quarter ending on 12/31/2020 and the remainder on the last day of each quarter thereafter.
F5	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.