SEC Form SC 13D/A filed by Aspen Technology Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Aspen Technology, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

29109X106

(CUSIP Number)

Sara Yang Bosco

Senior Vice President, Secretary & Chief Legal Officer

Emerson Electric Co.

8000 West Florissant Avenue

St. Louis, MO 63136

314-553-2000

With a Copy to:

Phillip R. Mills

Marc O. Williams

Cheryl Chan

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

212-450-4000

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

October 6, 2023 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

Schedule 13D/A

Explanatory Note

This Amendment No. 2 (this “Amendment No. 2”) amends the Schedule 13D (the “Original Filing”) filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 26, 2022, as amended by Amendment No. 1, filed on October 11, 2023 (“Amendment No. 1”, together with the Original Filing, the “Schedule 13D”),and is made pursuant to Rule 13d-1(a) of the Act.

The Schedule 13D is hereby amended and supplemented as detailed below, and, except as amended and supplemented hereby, the Schedule 13D remains in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule 13D.

The purpose of this Amendment No. 2 is to (i) correct a typographical error in the citizenship information of certain executive officers of Emerson Electric Co. (“Emerson”) set forth on Schedule I of Amendment No. 1 and (ii) update the percentage of the Common Stock that may be deemed to be beneficially owned by the Reporting Persons based on the number of outstanding shares of Common Stock of the Issuer as of September 30, 2023. The aggregate number of shares of Common Stock that may be deemed to be beneficially owned by Emerson has not changed from the Original Filing filed on May 26, 2022.

(f)

Item 2(f) to the Schedule 13D is hereby supplemented and amended by replacing Schedule I of the Schedule 13D with Schedule I of this Amendment No. 2 to correct a typographical error in the citizenship information of certain executive officers of Emerson Electric Co.

(a)

The first paragraph in Item 5(a) is hereby amended and restated in its entirety as follows:

Based on the most recent information available, the aggregate number and percentage of the Common Stock (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by such Reporting Person is set forth in boxes (11) and (13), respectively, on the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. The percentages reported herein are calculated based upon 63,855,939 issued and outstanding shares of Common Stock as of September 30, 2023 as provided by the Issuer.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 13, 2023

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

EMERSON ELECTRIC CO.

The following table sets forth certain information with respect to the directors and executive officers of Emerson Electric Co. The business address of each director and executive officer of Emerson Electric Co. is 8000 West Florissant Avenue, St. Louis, MO 63136.