Jr. Robert M. Whelan - 16 May 2022 Form 4 Insider Report for ASPENTECH Corp (AZPN)

Footnote 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.

Footnote 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.

Footnote F3

The option granted at the exercise price of $32.54 was fully vested on the date of grant.

Footnote 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.

Footnote 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.

Footnote F6

The option granted at the exercise price of $43.44 was fully vested on the date of grant.

Footnote F7

The option granted at the exercise price of $44.38 was fully vested on the date of grant.

Footnote F8

The option granted at the exercise price of $45.46 was fully vested on the date of grant.

Footnote F9

The option granted at the exercise price of $63.25 was fully vested on the date of grant.

Footnote F10

The option granted at the exercise price of $115.36 was fully vested on the date of grant.