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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000950103-22-009378 0000032604 XXXXXXXX LIVE 5 Common Stock, par value $0.0001 per share 03/03/2025 false 0001897982 29109X106 Aspen Technology, Inc. 20 CROSBY DRIVE BEDFORD MA 01730 Michael Tang 314-553-2000 8027 Forsyth Boulevard St. Louis MO 63105 0000032604 EMERSON ELECTRIC CO WC OO MO 0 36307514 0 36307514 36307514 N 57.4 CO Y EMR HOLDINGS, INC. WC OO DE 0 36307514 0 36307514 36307514 N 57.4 CO Y EMR WORLDWIDE INC. WC OO DE 0 36307514 0 36307514 36307514 N 57.4 CO Common Stock, par value $0.0001 per share Aspen Technology, Inc. 20 CROSBY DRIVE BEDFORD MA 01730 Explanatory Note: This Amendment No. 5 (this "Amendment No. 5") 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"), Amendment No. 2, filed on October 13, 2023 ("Amendment No. 2"), Amendment No. 3, filed on November 5, 2024 ("Amendment No. 3"), and Amendment No. 4, filed on January 27, 2025 ("Amendment No. 4" and, together with the Original Filing, Amendment No. 1, Amendment No. 2 and Amendment No. 3, 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. 5 is to report a change in beneficial ownership as a result of (a) the merger of EMR US Holdings LLC ("EMR US Holdings") with and into EMR Worldwide Inc. ("Emerson Sub") with Emerson Sub surviving the merger and (b) the distribution of 36,307,514 shares of Common Stock by Rutherfurd US LLC ("EMR US LLC") to Emerson Sub. Following such transactions, EMR US Holdings and EMR US LLC are no longer Reporting Persons. 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(a), (b), (c), and (f) to the Schedule 13D are hereby amended by (i) removing EMR US Holdings and EMR US LLC as Reporting Persons and removing Schedules IV-V of the Schedule 13D and (ii) removing William H. Easter III as a director of Emerson Electric Co. ("Emerson") in Schedule I of the Schedule 13D. Mr. Easter retired as a director of Emerson effective as of February 4, 2025. The information set forth in the explanatory note and in Item 2 hereof is incorporated by reference into this Item 4. 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 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 63,308,360 issued and outstanding shares of Common Stock as of February 3, 2025 as disclosed by the Issuer to Emerson in the Issuer's Schedule 14D-9 filed with the Commission on February 10, 2025. Item 5(b) is hereby amended and restated in its entirety as follows: Emerson Sub directly holds 36,307,514 shares of Common Stock and, as such, is deemed to have sole voting power and sole dispositive power with respect to 36,307,514 shares of Common Stock. Emerson Sub is a subsidiary of EMR Holdings and EMR Holdings is a direct, wholly owned subsidiary of Emerson and as such, each of EMR Holdings and Emerson is deemed to have shared voting power and shared dispositive power with respect to the 36,307,514 shares of Common Stock held directly by Emerson Sub. Other than as disclosed in this Schedule 13D/A, no transactions involving shares of Common Stock were effected during the past sixty days. To the best knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Common Stock reported herein as beneficially owned by the Reporting Persons other than each of the Reporting Persons. Not applicable. EMERSON ELECTRIC CO /s/ John A. Sperino John A. Sperino/Vice President and Assistant Secretary 03/05/2025 EMR HOLDINGS, INC. /s/ John A. Sperino John A. Sperino/Vice President and Secretary 03/05/2025 EMR WORLDWIDE INC. /s/ John A. Sperino John A. Sperino/President and Secretary 03/05/2025