SecProbe.io

United States securities and exchange commission logo
March 8, 2022
Antonio Pietri
President and Chief Executive Officer
Aspen Technology, Inc.
20 Crosby Drive
Bedford, MA 01730
Re:Aspen Technology, Inc.
Form 10-K for Fiscal Year Ended June 30, 2021
Filed August 18, 2021
File No. 001-34630
Dear Mr. Pietri:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Annual Report on Form 10-K
Item 1A. Risk Factors, page 15
1.We note that the forum selection provision in Section 9 of your amended and restated
bylaws identifies a state court located within the State of Delaware as the exclusive forum
for certain litigation, including any “internal corporate claims” and that the federal district
courts of the United States will be the exclusive forum for Securities Act claims.  In future
filings, please add a risk factor related to this provision and disclose whether this
provision applies to actions arising under the Exchange Act.  Please also state that there is
uncertainty as to whether a court would enforce such provision. In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.

 FirstName LastNameAntonio Pietri
 Comapany NameAspen Technology, Inc.
 March 8, 2022 Page 2
 FirstName LastName
Antonio Pietri
Aspen Technology, Inc.
March 8, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Frederic Hammond