Form 4: Aspen Technology SVP Christopher Cooper Reports Disposal of Shares and Derivative Securities Following Merger with Emerson Electric Co.

Christopher Cooper, SVP and Chief Legal Officer of Aspen Technology, reports the disposal of shares and derivative securities due to the merger with Emerson Electric Co., where Aspen Technology shares were converted to cash and restricted stock units were converted to Emerson Electric Co. RSUs.

Summary

• Christopher Cooper, a Senior Vice President and Chief Legal Officer at Aspen Technology, Inc., filed a Form 4 detailing changes in beneficial ownership.
• The filing reports transactions occurring on March 11 and 12, 2025, related to the merger between Aspen Technology and Emerson Electric Co.
• Cooper disposed of 1,854 shares of common stock on March 11, 2025, and 3,571 restricted stock units on March 12, 2025, as a result of the merger.
• The merger consideration was $265.00 in cash per share.
• Cooper also disposed of employee stock options to buy 935, 919, and 558 shares at exercise prices of $159.44, $145.35, and $210.60, respectively, as these options were converted into the right to receive cash equal to the difference between the merger consideration and the exercise price.
• Restricted stock units were converted into awards of RSUs with respect to shares of common stock of Parent (Emerson Electric Co.).

Sentiment

Score: 7

Explanation: The document is a standard SEC filing related to a merger. While the merger itself may have positive or negative implications for different stakeholders, the filing is a neutral reporting of transactions. The sentiment is slightly positive as the merger consideration represents a premium for Aspen Technology shareholders.

Future Outlook

The document does not contain any specific forward-looking statements regarding the future outlook of Emerson Electric Co. or the combined entity.

Industry Context

This announcement reflects a continuation of consolidation trends within the technology sector, where larger companies acquire smaller, specialized firms to expand their product offerings and market reach. Emerson Electric Co.'s acquisition of Aspen Technology is consistent with this trend.

Comparison to Industry Standards

• Mergers and acquisitions in the technology sector often involve a premium paid to the target company's shareholders.
• The $265 per share merger consideration represents a premium over Aspen Technology's pre-announcement trading price, which is a typical feature of such transactions.
• Comparable transactions include acquisitions of software companies by larger industrial conglomerates seeking to integrate digital solutions into their existing businesses.
• For example, Rockwell Automation's acquisition of Plex Systems and Siemens' acquisition of Mentor Graphics are similar examples of industrial companies acquiring software firms to enhance their capabilities.

Stakeholder Impact

• Shareholders of Aspen Technology received $265.00 per share in cash.
• Holders of Aspen Technology RSUs received RSUs in Emerson Electric Co.
• Employees holding stock options received cash for the difference between the merger consideration and the exercise price, if the exercise price was lower than the merger consideration.

Key Dates