David John Baker - 11 Mar 2025 Form 4 Insider Report for Aspen Technology, Inc.

Role: SVP, Chief Financial Officer
Signature: /s/Christopher A. Cooper, attorney-in fact for Mr. Baker
Issuer symbol: N/A
Transactions as of: 11 Mar 2025
Net transactions value: $0
Form type: 4
Filing time: 13 Mar 2025, 16:28:49 UTC
Previous filing: 06 Jan 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZPN	Common Stock	Other		-2,942	-100%		0	11 Mar 2025	Direct	F1
transaction	AZPN	Common Stock	Disposed to Issuer		-8,648	-100%		0	12 Mar 2025	Direct	F2, F3

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

David John Baker is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 26, 2025, among Aspen Technology, Inc. (the "Issuer"), Emerson Electric Co. ("Parent"), and Emersub CXV, Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a cash tender offer for shares of common stock of the Issuer (each, a "Share") not already owned by Parent and thereafter merged with and into the Issuer, effective as of March 12, 2025 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $265.00 in cash (the "Merger Consideration"), without interest and less any applicable tax withholding.
F2	Represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one Share upon vesting of the RSU (a "Company RSU").
F3	Pursuant to the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was cancelled and converted into an award of RSUs with respect to shares of common stock of Parent (each, a "Parent RSU"). The number of Parent shares applicable to each Parent RSU is equal to (i) the number of Shares underlying each Company RSU multiplied by (ii) the Equity Award Exchange Ratio (as defined in the Merger Agreement), rounded down to the nearest whole number of Parent shares. Each Parent RSU is subject to the same terms and conditions, including vesting schedule, that applied to the corresponding Company RSU prior to the Effective Time.