-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GJtrc6sJnd8JDPd2724GMyC0cJW3+K4Jk1Kvu+4QA62n9iLTPLyEqOyY3pPPJi8O Sm4FEALfGm6xcAN18yx+7A== 0000935836-09-000143.txt : 20090210 0000935836-09-000143.hdr.sgml : 20090210 20090210155712 ACCESSION NUMBER: 0000935836-09-000143 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090210 DATE AS OF CHANGE: 20090210 GROUP MEMBERS: ALEXANDER M. SEAVER GROUP MEMBERS: BRADLEY R. KENT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPSS INC CENTRAL INDEX KEY: 0000869570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 362815480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43397 FILM NUMBER: 09585716 BUSINESS ADDRESS: STREET 1: 233 S WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123292400 MAIL ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STADIUM CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001105087 IRS NUMBER: 770500018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 19785 VILLAGE OFFICE COURT STREET 2: STE 101 CITY: BEND STATE: OR ZIP: 97702 BUSINESS PHONE: 6503214000 MAIL ADDRESS: STREET 1: 19785 VILLAGE OFFICE COURT STREET 2: STE 101 CITY: BEND STATE: OR ZIP: 97702 SC 13G 1 spss13g.htm

SEC Page 1 of 6

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

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)

SPSS Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

78462k102

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[XX]     Rule 13d-1(b)

[ ]     Rule 13d-1(c)

[ ]     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 in 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 ("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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC Page 1 of 6

CUSIP No. 78462k102

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Stadium Capital Management, LLC

2.     Check the Appropriate Box if a Member of a Group (See Instructions)

(a)     XX

(b)     ______

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 966,255
	7. Sole Dispositive Power -0-
	8. Shared Dispositive Power 966,255

9. Aggregate Amount Beneficially Owned by Each Reporting Person 966,255

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 5.3%

12. Type of Reporting Person (See Instructions)

IA, OO

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CUSIP No. 78462k102

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Alexander M. Seaver

2.     Check the Appropriate Box if a Member of a Group (See Instructions)

(a)     XX

(b)     ______

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 966,255
	7. Sole Dispositive Power -0-
	8. Shared Dispositive Power 966,255

9. Aggregate Amount Beneficially Owned by Each Reporting Person 966,255

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 5.3%

12. Type of Reporting Person (See Instructions)

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CUSIP No. 78462k102

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Bradley R. Kent

2.     Check the Appropriate Box if a Member of a Group (See Instructions)

(a)     XX

(b)     ______

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 966,255
	7. Sole Dispositive Power -0-
	8. Shared Dispositive Power 966,255

9. Aggregate Amount Beneficially Owned by Each Reporting Person 966,255

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 5.3%

12. Type of Reporting Person (See Instructions)

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CUSIP No. 78462k102

Item 1.

(a) Name of Issuer

SPSS Inc.

(b) Address of Issuer's Principal Executive Offices

233 Wacker Drive, Chicago, IL 60606

Item 2.

(a) The names of the persons filing this statement are:

Stadium Capital Management, LLC ("SCM"); Alexander M. Seaver ("Seaver"); Bradley R. Kent ("Kent") (collectively, the "Filers").

(b) The principal business office of the Filers is located at:

19785 Village Office Court, Suite 101, Bend, OR 97702

(d) This statement relates to shares of Class A common stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 78462k102

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CUSIP No. 78462k102

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [XX] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)

(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

Item 5. Ownership of Five Percent or Less of a Class

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 [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

SCM is an investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. Seaver and Kent are the Managing Members of SCM.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Item 2(a) of this Schedule.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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 6, 2009

STADIUM CAPITAL MANAGEMENT, LLC

By: Bradley R. Kent, Manager

Alexander M. Seaver

Bradley R. Kent

Q:\EDGAR EasePlus\5315-002 Stadium\Stadium 13gs\spss13g.rtf

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