Item 1.01 Entry into a Material Definitive Agreement.





On June 14, 2021, we entered into a Supplemental Confirmation-Accelerated Share
Purchase (the "Supplemental Confirmation") with JPMorgan Chase Bank, National
Association ("JPMorgan") to repurchase an aggregate of $150 million of our
common stock. The Supplemental Confirmation supplements, and is subject to, the
terms of a Master Confirmation-Accelerated Share Purchase (the "Master
Confirmation") that we entered into with JPMorgan on August 29, 2016. The Master
Confirmation and the Supplemental Confirmation together are referred to below as
the "ASR Contract."

Under the ASR Contract, we will receive an initial delivery of approximately 80%
of the underlying shares of our common stock, based on the closing price of our
common stock on June 30, 2021 and subject to limitations set forth in the ASR
Contract. The final number of shares we will repurchase under the ASR Contract
will be based on the average of the daily volume-weighted average prices of our
common stock during the term of the transaction, less a discount. At settlement,
under certain circumstances, JPMorgan may be required to deliver additional
shares of our common stock to us or, under certain circumstances, we may be
required to either, at our election, deliver shares of our common stock or make
a cash payment to JPMorgan. The final settlement of the transaction under the
ASR Contract is expected to occur in the first quarter of our fiscal year 2022.
The terms of the ASR Contract are subject to adjustment, including adjustments
arising if we were to enter into or announce certain types of transactions or to
take certain corporate actions.

The ASR Contract contains the principal terms and provisions governing the
accelerated share repurchase, including the mechanism used to determine the
number of shares of our common stock that will be delivered, the required timing
of delivery of the shares, the circumstances under which JPMorgan is permitted
to make adjustments to valuation and calculation periods, and various
acknowledgments, representations and warranties made by us and JPMorgan to one
another.

We may, in our discretion and without any further obligation to JPMorgan, elect
to cancel the transaction contemplated by the ASR Contract at any time prior to
July 1, 2021.

The foregoing description of the ASR Contract is qualified in its entirety by reference to the full text of the Supplemental Confirmation and the Master Confirmation, which are attached to this report as Exhibit 10.1 and Exhibit 10.2, respectively, and each of which is incorporated herein by reference.



                Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Item 2.03       Sheet Arrangement of a Registrant.

The information contained above in Item 1.01 is incorporated by reference into this Item 2.03.




Item 8.01   Other Events.



On June 14, 2021, we announced that our Board of Directors authorized a new
share repurchase program (the "FY 2022 Program") under which we may repurchase
up to $300 million of outstanding shares of our common stock in our fiscal year
ending June 30, 2022. The ASR Contract described in Item 1.01 was entered into
as part of the FY 2022 Program. All or a portion of the remaining $150 million
authorized under the FY 2022 Program may be applied to repurchases of shares
during the final three quarters of fiscal year 2022. Those shares may be
repurchased in open market or private transactions, through block trades, or
pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1
of the Securities and Exchange Commission. Open market purchases may be
conducted in accordance with the limitations set forth in Rule 10b-18 under the
Securities Exchange Act of 1934.

In addition to share repurchases in fiscal year 2022 under the FY 2022 Program,
we may repurchase up to $50 million shares of our common stock by June 30, 2021
under our previously authorized share repurchase program for fiscal year 2021.

The timing and amount of repurchases in June 2021 under the previously
authorized share repurchase program or in the final three quarters of fiscal
year 2022 under the FY 2022 Program may be suspended, terminated or modified by
us at any time for any reason, including market conditions, the cost of
repurchasing shares, the availability of alternative investment opportunities,
liquidity and other factors we deem appropriate in light of the totality of
information then available to us. Except to the extent described in Item 1.01
with respect to the ASR Contract (which we may terminate in our discretion prior
to July 1, 2021), we are not obligated to repurchase any particular number of
shares in total or in any specific time period.

--------------------------------------------------------------------------------



                 Item 9.01   Financial Statements and Exhibits.



(d)                 Exhibits.

Exhibit No.                                                 Description

                          Master Confirmation-Accelerated Share Repurchase,

dated August 29, 2016, between

Aspen Technology, Inc. and JPMorgan Chase Bank,

National Association (incorporated


                        herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August
10.1                    30, 2016).

                          Supplemental Confirmation-Accelerated Share Repurchase    , dated June 14, 2021,
10.2*                   between Aspen Technology, Inc. and JPMorgan Chase
Bank, National Association.

                        •  Certain information redacted and replaced with "[***]"

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses