SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JENNINGS STEPHEN M
(Last) (First) (Middle)
ASPEN TECHNOLOGY, INC.
200 WHEELER ROAD
(Street)
BURLINGTON MA 01803
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASPEN TECHNOLOGY INC /DE/ [ AZPN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/03/2012 M 3,000 A $8.12 22,337 D
Common Stock 12/03/2012 M 3,000 A $8.28 25,337 D
Common Stock 12/03/2012 M 3,000 A $6.54 28,337 D
Common Stock 12/03/2012 M 3,000 A $7.06 31,337 D
Common Stock 12/03/2012 M 3,000 A $5.73 34,337 D
Common Stock 12/03/2012 M 3,000 A $5.56 37,337 D
Common Stock 12/03/2012 M 3,000 A $5.34 40,337 D
Common Stock 12/03/2012 M 3,000 A $13.51 43,337 D
Common Stock 12/03/2012 M 3,000 A $10.42 46,337 D
Common Stock 12/03/2012 M 3,300 A $10.93 49,637 D
Common Stock 12/03/2012 M 6,048 A $15.5 55,685 D
Common Stock 12/03/2012 M 4,010 A $23.38 59,695 D
Common Stock 12/03/2012 M 3,000 A $10.42 62,695 D
Common Stock 12/03/2012 S 43,358(1) D $26.0544 19,337 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right to Buy) $8.12 12/03/2012 M 3,000 12/09/2003 12/08/2013 Common Stock 3,000 $0 0 D
Director Stock Option (Right to Buy) $8.28 12/03/2012 M 3,000 03/31/2004 03/30/2014 Common Stock 3,000 $0 0 D
Director Stock Option (Right to Buy) $6.54 12/03/2012 M 3,000 06/30/2004 06/29/2014 Common Stock 3,000 $0 0 D
Director Stock Option (Right to Buy) $7.06 12/03/2012 M 3,000 09/30/2004 09/29/2014 Common Stock 3,000 $0 0 D
Director Stock Option (Right to Buy) $5.73 12/03/2012 M 3,000 03/21/2005 03/20/2015 Common Stock 3,000 $0 0 D
Director Stock Option (Right to Buy) $5.56 12/03/2012 M 3,000 03/31/2005 03/30/2015 Common Stock 3,000 $0 0 D
Director Stock Option (Right to Buy) $5.34 12/03/2012 M 3,000 06/30/2005 06/29/2015 Common Stock 3,000 $0 0 D
Director Stock Option (Right to Buy) $13.51 12/03/2012 M 3,000 05/12/2006 05/11/2013 Common Stock 3,000 $0 0 D
Director Stock Option (Right to Buy) $10.42 12/03/2012 M 3,000 11/17/2006 11/16/2013 Common Stock 3,000 $0 0 D
Director Stock Option (Right to Buy) $10.93 12/03/2012 M 3,300 08/02/2010 08/01/2020 Common Stock 3,300 $0 0 D
Director Stock Option (Right to Buy) $15.5 12/03/2012 M 6,048 08/01/2011 07/31/2021 Common Stock 6,048 $0 0 D
Director Stock Option (Right to Buy) $23.38 12/03/2012 M 4,010 08/01/2012 07/31/2022 Common Stock 4,010 $0 0 D
Director Stock Option (Right to Buy) $10.42 12/03/2012 M 3,000 11/17/2006 11/16/2013 Common Stock 3,000 $0 0 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.0143 to $26.1050, inclusive. The reporting person undertakes to provide to Aspen Technology, Inc., any security holder of Aspen Technology, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
/s/ F.G. Hammond, Attorney-In-Fact 12/05/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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