SEC Filing | Aspen Technology, Inc.

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CUSIP NO. 045327103 Schedule 13D Page 1 of 23 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (AMENDMENT NO. 1)(1) Aspen Technology, Inc. - -------------------------------------------------------------------------------- (Name of issuer) Common Stock, par value $0.10 - -------------------------------------------------------------------------------- (Title of class of securities) 045327103 - -------------------------------------------------------------------------------- (CUSIP number) Jarlyth H. Gibson, Assistant Compliance Officer 617-951-9493 C/o Advent International Corporation, 75 State Street, 29th Floor Boston, MA 02109 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 18, 2006 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 23 Pages) - ---------------------- (1)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 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).

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CUSIP NO. 045327103 Schedule 13D Page 19 of 23 Item 1. Security and Issuer This statement on Amendment No. 1 to Schedule 13D ("Amendment No. 1") relates to the Reporting Persons' (as defined in Item 2 below) beneficial ownership interest in the Common Stock, par value $0.10 per share, of Aspen Technology, Inc., a Delaware corporation (the "Corporation"). The address of the principal executive office of the Corporation is Ten Canal Park, Cambridge, MA 02141. This Amendment No. 1 amends the initial statement on Schedule 13D filed on August 22, 2003 (the "Initial Statement"), filed by the Reporting Persons (as defined herein). This Amendment No. 1 is being filed by the Reporting Persons to amend Item 2, Item 5 and Schedule A to the Initial Statement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is amended as follows: Item 2. Identity and Background (a) (b) (c) (f) This statement is being filed by the following entities: (1) Advent International Corporation, a Delaware corporation; (2) Advent International Limited Partnership, a Delaware limited partnership; (3) Global Private Equity IV Limited Partnership, a Delaware limited partnership; (4) Advent Partners GPE-IV Limited Partnership, a Delaware limited partnership; (5) Advent PGGM Global Limited Partnership, a Delaware limited partnership; (6) Advent Partners GPE-III Limited Partnership, a Delaware limited partnership; (7) Advent Partners (NA) GPE-III Limited Partnership, a Delaware limited partnership; (8) Digital Media & Communications III Limited Partnership, a Delaware limited partnership; (9) Digital Media & Communications III-A Limited Partnership, a Delaware limited partnership; (10) Digital Media & Communications III-B Limited Partnership, a Delaware limited partnership; (11) Digital Media & Communications III-C Limited Partnership, a Delaware limited partnership; (12) Digital Media & Communications III-D C.V., a Netherlands limited partnership; (13) Digital Media & Communications III-E C.V., a Netherlands limited partnership; (14) Advent Partners DMC-III Limited Partnership, a Delaware limited partnership;

CUSIP NO. 045327103 Schedule 13D Page 20 of 23 (15) Advent Energy II Limited Partnership, a Delaware limited partnership; (16) Advent Partners II Limited Partnership, a Delaware limited partnership; (17) Global Private Equity III Limited Partnership, a Delaware limited partnership. Advent International Corporation is a Delaware corporation with its principal and business address at 75 State Street, Boston, Massachusetts 02109. Advent International Corporation is an investment advisory firm. Advent International Corporation is the General Partner of Advent Partners II Limited Partnership, Advent Partners DMC III Limited Partnership, Advent Partners GPE-IV Limited Partnership, Advent Partners GPE-III Limited Partnership, Advent Partners (NA) GPE-III Limited Partnership and Advent International Limited Partnership, which is in turn the general partner of Global Private Equity III Limited Partnership, Global Private Equity IV Limited Partnership, Advent PGGM Global Limited Partnership, Digital Media & Communications III Limited Partnership, Digital Media & Communications III-A Limited Partnership, Digital Media & Communications III-B Limited Partnership, Digital Media & Communications III-C Limited Partnership, Digital Media & Communications III-D C.V., Digital Media & Communications III-E C.V., and Advent Energy II Limited Partnership. The principal business of Advent International Corporation is private equity investments. The principal business of Advent Partners II Limited Partnership, Advent Partners DMC III Limited Partnership, Advent Partners GPE-IV Limited Partnership, Advent Partners GPE-III Limited Partnership, Advent Partners (NA) GPE-III Limited Partnership, Global Private Equity III Limited Partnership, Global Private Equity IV Limited Partnership, Advent PGGM Global Limited Partnership, Digital Media & Communications III Limited Partnership, Digital Media & Communications III-A Limited Partnership, Digital Media & Communications III-B Limited Partnership, Digital Media & Communications III-C Limited Partnership, Digital Media & Communications III-D C.V., Digital Media & Communications III-E C.V., and Advent Energy II Limited Partnership is to provide risk capital for, and make investments in the securities of, privately held and other businesses. The persons serving as directors and executive officers of Advent International Corporation are set forth on Schedule A hereto. The entities listed in subparagraph (1) through (17) above are herein collectively referred to as the "Reporting Persons" and individually as a "Reporting Person." The principal business address of all of the Reporting Persons is c/o Advent International Corporation, 75 State, Boston, MA 02109. (d) (e) During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities

CUSIP NO. 045327103 Schedule 13D Page 21 of 23 subject to, Federal or State securities laws or finding any violations with respect to such laws. Item 5. Interest in Securities of the Issuer. (a) The following table sets forth the aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person named in Item 2 of this statement (based upon 45,221,496 shares of Common Stock outstanding as May 5, 2006). The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3. Number of Shares ------------------------------------------------- Percentage Under of Shares Reporting Person Common Warrants Total Outstanding - ------------------------------------------------------------ ----------------------------------------------------------------- Global Private Equity IV Limited Partnership (1) 13,261,900 2,935,904 16,197,804 26.4% Advent PGGM Global Limited Partnership (1) 379,802 84,080 463,882 1.0% Global Private Equity III Limited Partnership (1) 3,798,200 840,841 4,639,041 9.3% Digital Media & Communications III Limited Partnership (1) 1,753,648 388,220 2,141,868 4.5% Digital Media & Communications III-A Limited Partnership (1) 868,196 192,200 1,060,396 2.3% Digital Media & Communications III-B Limited Partnership (1) 217,004 48,040 265,044 0.6% Digital Media & Communications III-C Limited Partnership (1) 3,472,694 768,780 4,241,474 8.6% Digital Media & Communications III-D C.V. (1) 651,102 144,140 795,242 1.7% Digital Media & Communications III-E C.V. (1) 434,098 96,100 530,198 1.2% Advent Energy II Limited Partnership (1) 1,790,598 396,400 2,186,998 4.6% Advent Partners GPE-IV Limited Partnership (2) 167,857 37,160 205,017 0.5% Advent Partners GPE-III Limited Partnership (2) 32,523 7,200 39,723 0.1% Advent Partners (NA) GPE-III Limited Partnership (2) 9,667 2,140 11,807 0.0% Advent Partners DMC III Limited Partnership (2) 100,642 22,280 122,922 0.3% Advent Partners II Limited Partnership (2) 192,069 42,521 234,590 0.5% Advent International Limited Partnership (1) 26,627,242 5,894,705 32,521,947 41.8% Advent International Corporation (1), (2) 27,130,000 6,006,006 33,136,006 42.3% Total Group 27,130,000 6,006,006 33,136,006 42.3% (1) Advent International Corporation ("AIC") is the General Partner of Advent International Limited Partnership ("AILP") which in turn is the General Partner of the indicated Reporting Persons. As such, AIC has the sole power to vote and dispose of the securities owned by the indicated Reporting Persons. The beneficial ownership of AIC and AILP derive from such power. (2) AIC is the General Partner of the indicated Reporting Person. As such, AIC has the sole power to vote and dispose of the securities owned by the indicated reporting persons. The beneficial ownership of AIC derives from such power. (b) Each of the Reporting Persons listed in the table set forth above has sole voting and dispositive power over the Common Stock beneficially owned by it as indicated above. (c) On May 17, 2006, the Reporting Persons converted an aggregate of 30,300 shares of Series D-1 Convertible Preferred Stock ("Series D-1") into 3,000,000 shares of Common Stock at a conversion rate equal to the Series D-1 per share stated value of $333.00 divided by the Series D-1 per share conversion price of $3.33. On May 18, 2006, the Reporting Persons sold an aggregate of 2,900,000 shares of common stock at $11.30 per share in broker transactions pursuant to Rule 144 under the Securities Act of 1933, as amended.

CUSIP NO. 045327103 Schedule 13D Page 22 of 23 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. June 6, 2006 Global Private Equity IV Limited Partnership Global Private Equity III Limited Partnership Advent PGGM Global Limited Partnership Digital Media & Communications III Limited Partnership Digital Media & Communications III-A Limited Partnership Digital Media & Communications III-B Limited Partnership Digital Media & Communications III-C Limited Partnership Digital Media & Communications III-D C.V. Digital Media & Communications III-E C.V. Advent Energy II Limited Partnership By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Jarlyth H. Gibson, Assistant Compliance Officer* Advent International Limited Partnership Advent Partners II Limited Partnership Advent Partners GPE-IV Limited Partnership Advent Partners GPE-III Limited Partnership Advent Partners (NA) GPE-III Limited Partnership Advent Partners DMC-III Limited Partnership By: Advent International Corporation, General Partner By: Jarlyth H. Gibson, Assistant Compliance Officer * ADVENT INTERNATIONAL CORPORATION By: Jarlyth H. Gibson, Assistant Compliance Officer * *For all of the above: /s/ Jarlyth H. Gibson - ----------------------------------------------- Jarlyth H. Gibson, Assistant Compliance Officer - ---------------------------

CUSIP NO. 045327103 Schedule 13D Page 23 of 23 SCHEDULE A The name and present principal occupation of each executive officer and director of Advent International Corporation is set forth below. The business address of each executive officer and director of Advent International Corporation is c/o Advent International Corporation, 75 State Street, Boston, Massachusetts 02109. All of the persons listed below are United States citizens. I. Advent International Corporation Position with Principal Advent International Occupation Name Corporation (if different) ---- -------------------- -------------- Peter A. Brooke Chairman Thomas H. Lauer Senior Vice President Managing Director Chief Financial Officer Assistant Secretary Executive Officers' Committee Member Ernest G. Bachrach Executive Officers' Committee Member David M. Mussafer Director Executive Officers' Committee Member William C. Schmidt Executive Officers' Committee Member John B. Singer Executive Officers' Committee Member Steven M. Tadler Director Executive Officers' Committee Member Janet L. Hennessy Senior Vice President of Finance Partner Chief Compliance Officer Assistant Secretary John F. Brooke Director General Partner of Brooke Private Equity Mark Hoffman Director Chairman of Cambridge Research Group David W. Watson Secretary Attorney