SCHEDULE 13D/A: Emerson Electric Amends Aspen Technology Stake Filing, Details Internal Share Transfer and Director Retirement
Beneficial Ownership Amendment
Emerson Electric Co. filed an Amendment No. 5 to its Schedule 13D for Aspen Technology, Inc., reporting an internal restructuring of its beneficial ownership and the retirement of a director, with no change to its aggregate 57.4% stake.
Summary
- Emerson Electric Co., along with its subsidiaries EMR Holdings, Inc. and EMR Worldwide Inc., filed Amendment No. 5 to their Schedule 13D regarding their beneficial ownership in Aspen Technology, Inc.
- The amendment reports a change in the internal holding structure of the shares, specifically the merger of EMR US Holdings LLC into EMR Worldwide Inc. (Emerson Sub) and the distribution of 36,307,514 shares of Common Stock from Rutherfurd US LLC to Emerson Sub.
- As a result of these transactions, EMR US Holdings LLC and Rutherfurd US LLC are no longer listed as Reporting Persons.
- The aggregate number of shares beneficially owned by Emerson Electric Co. in Aspen Technology, Inc. remains unchanged at 36,307,514 shares.
- This beneficial ownership represents 57.4% of Aspen Technology's outstanding common stock, calculated based on 63,308,360 shares outstanding as of February 3, 2025, as disclosed by Aspen Technology, Inc. in its Schedule 14D-9 filed on February 10, 2025.
- William H. Easter III retired as a director of Emerson Electric Co. effective February 4, 2025.
Sentiment
Score: 5
Explanation: The document is neutral in sentiment as it primarily reports an administrative change in beneficial ownership structure and a director retirement, with no impact on the total stake or operational performance of Aspen Technology.
Future Outlook
The document does not provide any forward-looking statements or guidance regarding Aspen Technology's future operations or financial performance.
Industry Context
This filing is an administrative update regarding beneficial ownership and does not provide specific insights into broader industry trends or competitive dynamics within the industrial software or process optimization sectors where Aspen Technology operates. It primarily reflects internal corporate restructuring within Emerson Electric Co.'s investment in Aspen Technology.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director of Emerson Electric Co. | William H. Easter III | N/A | 2025-02-04 | Retirement |
Stakeholder Impact
- The internal restructuring of shareholding within Emerson Electric Co. is unlikely to have a direct material impact on Aspen Technology's shareholders, employees, customers, suppliers, or creditors, as Emerson's overall beneficial ownership percentage remains unchanged.
- The retirement of a director from Emerson Electric Co. is an internal governance matter for Emerson.
Key Dates
| Date | Description |
|---|---|
| 2022-05-26 | Original Schedule 13D filing date |
| 2023-10-11 | Amendment No. 1 filing date |
| 2023-10-13 | Amendment No. 2 filing date |
| 2024-11-05 | Amendment No. 3 filing date |
| 2025-01-27 | Amendment No. 4 filing date |
| 2025-02-03 | Date for calculation of outstanding shares (63,308,360 shares) |
| 2025-02-04 | Effective date of William H. Easter III's retirement as director of Emerson Electric Co. |
| 2025-02-10 | Date Aspen Technology, Inc. filed its Schedule 14D-9 |
| 2025-03-03 | Date of event which requires filing of this statement (internal share transfer) |
| 2025-03-05 | Signature date of the Amendment No. 5 filing |
Keywords
Emerson Electric, Aspen Technology, Schedule 13D/A, Beneficial Ownership, Corporate Restructuring, Shareholding, SEC Filing, EMR Holdings, EMR Worldwide, Director Retirement
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