Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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
| CUSIP No. 29109X106 | Page 2 of 10 Pages |
| 1 |
NAMES OF REPORTING PERSONS Emerson Electric Co. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS (See Instructions) WC, OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Missouri | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 36,307,514 | |
| 9 |
SOLE DISPOSITIVE POWER | |
| 10 |
SHARED DISPOSITIVE POWER 36,307,514 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,307,514 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.86% | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) CO | |
SCHEDULE 13D
| CUSIP No. 29109X106 | Page 3 of 10 Pages |
| 1 |
NAMES OF REPORTING PERSONS EMR Holdings, Inc. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS (See Instructions) WC, OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 36,307,514 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 36,307,514 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,307,514 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.86% | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) CO | |
SCHEDULE 13D
| CUSIP No. 29109X106 | Page 4 of 10 Pages |
| 1 |
NAMES OF REPORTING PERSONS EMR Worldwide Inc. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS (See Instructions) WC, OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 36,307,514 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 36,307,514 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,307,514 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.86% | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) CO | |
SCHEDULE 13D
| CUSIP No. 29109X106 | Page 5 of 10 Pages |
| 1 |
NAMES OF REPORTING PERSONS EMR US Holdings LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS (See Instructions) WC, OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 36,307,514 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 36,307,514 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,307,514 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.86% | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) OO | |
SCHEDULE 13D
| CUSIP No. 29109X106 | Page 6 of 10 Pages |
| 1 |
NAMES OF REPORTING PERSONS Rutherfurd US LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS (See Instructions) WC, OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 36,307,514 |
| 8 |
SHARED VOTING POWER 0 | |
| 9 |
SOLE DISPOSITIVE POWER 36,307,514 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,307,514 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.86% | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) OO | |
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.
| Item 2. | Identity and Background. |
(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.
| Item 5. | Interest in Securities of the Issuer. |
(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
|
EMERSON ELECTRIC CO.
|
|||
| By: | /s/ John A. Sperino | ||
| Name: | John A. Sperino | ||
| Title: | Vice President and Assistant Secretary | ||
|
EMR HOLDINGS, INC.
|
|||
| By: | /s/ John A. Sperino | ||
| Name: | John A. Sperino | ||
| Title: | Vice President and Secretary | ||
|
EMR WORLDWIDE INC.
|
|||
| By: | /s/ John A. Sperino | ||
| Name: | John A. Sperino | ||
| Title: | Vice President and Secretary | ||
|
EMR US HOLDINGS LLC
|
|||
| By: | /s/ John A. Sperino | ||
| Name: | John A. Sperino | ||
| Title: | Authorized Signatory | ||
|
RUTHERFURD US LLC
|
|||
| By: | /s/ John A. Sperino | ||
| Name: | John A. Sperino | ||
| Title: | Authorized Signatory | ||
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.
| Name | Present Principal Occupation or Employment |
Citizenship | ||
| James S. Turley (Director) |
Chair of the Board, Emerson St. Louis, MO |
United States | ||
| Mark A. Blinn (Director) |
Director, Emerson St. Louis, MO |
United States | ||
| Joshua B. Bolten (Director) |
President and Chief Executive Officer, Business Roundtable Washington D.C. |
United States | ||
| Martin S. Craighead (Director) |
Director, Emerson St. Louis, MO |
United States | ||
| William H. Easter III (Director) |
Director, Emerson St. Louis, MO |
United States | ||
| Gloria A. Flach (Director) |
Director, Emerson St. Louis, MO |
United States | ||
| Arthur F. Golden (Director) |
Senior Counsel, Davis Polk & Wardwell New York, NY |
United States | ||
| Leticia Goncalves (Director) |
President, Global Foods for Archer Daniels Midland Company (ADM) Chicago, IL |
United States | ||
| Candace Kendle (Director) |
Director, Emerson St. Louis, MO |
United States | ||
| Lori Lee (Director) |
CEO, AT&T Latin America & Global Marketing Officer, AT&T Inc. Dallas, TX |
United States | ||
| James M. McKelvey (Director) | CEO, Invisibly Inc. St. Louis, MO |
United States | ||
| Matthew S. Levatich (Director) |
Director, Emerson St. Louis, MO |
United States | ||
| Surendral al (Lal) L. Karsanbhai (Director, President and Chief Executive Officer) |
President and Chief Executive Officer, Emerson St. Louis, MO |
United States | ||
| Michael J. Baughman |
Executive Vice President, Chief Financial Officer and Chief Accounting Officer, Emerson St. Louis, MO |
United States | ||
| Ram R. Krishnan |
Executive Vice President and Chief Operating Officer, Emerson St. Louis, MO |
United States | ||
| Peter Zornio |
Senior Vice President and Chief Technology Officer, Emerson St. Louis, MO |
United States |
| Name | Present Principal Occupation or Employment |
Citizenship | ||
| Sara Y. Bosco |
Senior Vice President, Secretary and Chief Legal Officer, Emerson St. Louis, MO |
United States | ||
| Vidya Ramnath |
Senior Vice President and Chief Marketing Officer, Emerson St. Louis, MO |
Singapore | ||
| Lisa A. Flavin |
Senior Vice President, Chief Transformation and Chief Compliance Officer, Emerson St. Louis, MO |
United States | ||
| Michael H. Train |
Senior Vice President and Chief Sustainability Officer, Emerson St. Louis, MO |
United States | ||
| Nicholas J. Piazza |
Senior Vice President and Chief People Officer, Emerson St. Louis, MO |
United States |