a6326266b.htm


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

 
SCHEDULE 13G
 
(Amendment No. 3)
 
Under the Securities Exchange Act of 1934*
 
Aspen Technology, Inc.
(Name of Issuer)
 
Common Stock, par value $0.10 per share
(Title of Class of Securities)
 
045327103
(CUSIP Number)
 
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  Rule 13d-1(d)
 
*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 the 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 (the “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).
 

 
 
 

CUSIP No.  045327103
 
13G
Page    2              of    8            Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Third Point LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)     o           
 
(b)     x
 
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,500,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,500,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,500,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.7%
12
TYPE OF REPORTING PERSON
 
OO

 
 
 

CUSIP No.  045327103
 
13G
Page    3                of    8             Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Daniel S. Loeb
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)     o
 
(b)     x
 
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,500,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,500,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,500,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.7%
12
TYPE OF REPORTING PERSON
 
IN

 
 
 

CUSIP No.  045327103
 
13G
Page    4                 of    8              Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Third Point Offshore Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)     o
 
(b)     x
 
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,760,994
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,760,994
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,760,994
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.9%
12
TYPE OF REPORTING PERSON
 
PN

 
 
 

CUSIP No.  045327103
 
13G
Page    5                 of    8            Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Third Point Advisors II L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)     o
 
(b)     x
 
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,760,994
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,760,994
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,760,994
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.9%
12
TYPE OF REPORTING PERSON
 
OO

 
 
 

This Amendment No. 3 to Schedule 13G (this "Amendment No. 3") is being filed with respect to the common stock, par value $0.10 per share (the “Common Stock”), of Aspen Technology, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), to amend the Schedule 13G filed on March 12, 2008 (as amended by Amendment No. 1 thereto filed on January 5, 2009, Amendment No. 2 thereto filed on February 16, 2010 and this Amendment No. 3, the "Schedule 13G").  This Amendment No. 3 is being filed to report changes in the number of shares of Common Stock beneficially owned by the Reporting Persons and to report that none of the Reporting Persons beneficially own more than 5% of the Common Stock.  Capitalized terms used herein and not otherwise defined have the meanings ascribed in the Schedule 13G.
 
Item 4:                                Ownership:
 
Item 4 is hereby amended and restated as follows:
 
The beneficial ownership of Common Stock by the Reporting Persons, as of the date hereof, is as follows:

 
A. Third Point LLC
(a) Amount beneficially owned: 3,500,000
(b) Percent of class: 3.7%.  The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 93,593,331 shares of Common Stock issued and outstanding as of January 31, 2011, as reported in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 8, 2011 for the quarterly period ended December 31, 2010.
(c) Number of shares as to which such person has:
(i)    Sole power to vote or direct the vote: -0-
(ii)   Shared power to vote or direct the vote: 3,500,000
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)   Shared power to dispose or direct the disposition: 3,500,000
 
B. Daniel S. Loeb
(a) Amount beneficially owned: 3,500,000
(b) Percent of class: 3.7%
(i)    Sole power to vote or direct the vote: -0-
(ii)   Shared power to vote or direct the vote: 3,500,000
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)   Shared power to dispose or direct the disposition: 3,500,000
 
C. Third Point Offshore Master Fund, L.P.
(a) Amount beneficially owned: 1,760,994
(b) Percent of class: 1.9%
(c) Number of shares as to which such person has:
(i)    Sole power to vote or direct the vote: -0-
(ii)   Shared power to vote or direct the vote: 1,760,994
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)   Shared power to dispose or direct the disposition: 1,760,994
 
 
 
 
 
 
D. Third Point Advisors II L.L.C.
(a) Amount beneficially owned: -0-
(b) Percent of class: 1.9%
(c) Number of shares as to which such person has:
(i)    Sole power to vote or direct the vote: -0-
(ii)   Shared power to vote or direct the vote: 1,760,994
(iii)  Sole power to dispose or direct the disposition: -0-
(iv)   Shared power to dispose or direct the disposition: 1,760,994
 
Item 5:                                Ownership of Five Percent or Less of a Class:
 
Item 5 is hereby amended and restated as follows:
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
 
Item 10:                             Certification:
 
Each of the Reporting Persons hereby makes the following certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
[Signatures on following page]
 

 
 
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

 
Dated:  February 11, 2011


 
THIRD POINT LLC

 
By: Daniel S. Loeb, Chief Executive Officer


 
By:
/s/ William Song                                           
Name:  William Song
Title:    Attorney-in-Fact


 
THIRD POINT OFFSHORE MASTER FUND, L.P.

 
By:  Third Point Advisors II L.L.C., its general partner
 
By:  Daniel S. Loeb, Managing Director


 
By:
/s/ William Song          
Name:  William Song
Title:    Attorney-in-Fact


 
THIRD POINT ADVISORS II L.L.C.

 
By:  Daniel S. Loeb, Managing Director



 
By:
/s/ William Song          
Name:  William Song
Title:    Attorney-in-Fact


 
DANIEL S. LOEB


 
By:
/s/ William Song            
Name:  William Song
Title:  Attorney-in-Fact

[SIGNATURE PAGE TO AMENDMENT NO. 3 TO SCHEDULE 13G
WITH RESPECT TO ASPEN TECHNOLOGY, INC.]
 
 
 

EXHIBIT INDEX
 

 
Exhibit 24:
Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song and Joshua L. Targoff, dated February 9, 2011.