Form 4: Aspen Technology Director Whelan Jr. Reports Disposal of Shares and Derivative Securities Following Merger with Emerson Electric Co.
SEC Form 4 Filing
Robert M. Whelan Jr., a director at Aspen Technology, reported the disposal of common stock and derivative securities due to the merger with Emerson Electric Co., where shares were converted to cash at $265.00 per share.
Summary
- This Form 4 filing reports changes in beneficial ownership for Robert M. Whelan Jr., a director of Aspen Technology, Inc.
- The filing is triggered by the merger between Aspen Technology and Emerson Electric Co., which became effective on March 12, 2025.
- As a result of the merger, Whelan Jr. disposed of 7,344 shares of common stock and 1,196 restricted stock units (RSUs).
- Each share of common stock was converted into the right to receive $265.00 in cash.
- Each RSU held by a non-employee director was converted into the right to receive a cash payment equal to $265.00 per share.
- Whelan Jr. also disposed of several director stock options with exercise prices of $51.03, $49.81, $70.99, and $129.48.
- These options were converted into the right to receive cash equal to the difference between the merger consideration ($265.00) and the exercise price, if any.
Sentiment
Score: 7
Explanation: The sentiment is neutral to slightly positive as the merger provides a cash payout to shareholders. The director's actions are a standard consequence of the merger.
Future Outlook
The document does not contain any specific forward-looking statements beyond the completion of the merger.
Industry Context
This announcement reflects the completion of a merger transaction, a common occurrence in the technology industry as companies seek to consolidate, expand their capabilities, or achieve synergies.
Comparison to Industry Standards
- Mergers and acquisitions in the technology sector often involve cash-out scenarios for shareholders, similar to the $265.00 per share received by Aspen Technology shareholders.
- Comparable companies that have undergone similar transactions include [hypothetical example] Tibco Software's acquisition by Vista Equity Partners, where shareholders received a cash payment per share.
- The valuation and deal structure are typical for acquisitions of publicly traded technology companies.
Stakeholder Impact
- Shareholders received $265.00 in cash for each share they held.
- Employees may experience changes as a result of the merger with Emerson Electric Co.
Key Dates
| Date | Description |
|---|---|
| January 26, 2025 | Date of the Agreement and Plan of Merger among Aspen Technology, Emerson Electric Co., and Emersub CXV, Inc. |
| March 11, 2025 | Date of transaction involving common stock disposal. |
| March 12, 2025 | Effective date of the merger between Aspen Technology and Emerson Electric Co.; date of transactions involving common stock and derivative securities disposal. |
| March 13, 2025 | Date of signature for the Form 4 filing. |
| August 02, 2025 | Expiration date of Director Stock Option (Right to Buy) with exercise price of $49.81. |
| August 31, 2026 | Expiration date of Director Stock Option (Right to Buy) with exercise price of $51.03. |
| August 31, 2027 | Expiration date of Director Stock Option (Right to Buy) with exercise price of $70.99. |
| September 03, 2028 | Expiration date of Director Stock Option (Right to Buy) with exercise price of $129.48. |
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