SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOLEC KEN

(Last)

(First)

(Middle)

18434 BEARPATH TRAIL

(Street)

EDEN PRAIRIE

55347

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPSS INC [ SPSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	11/02/2005		M⁽¹⁾		10,000	A	$18.25	45,364	D
Common Stock, $0.01 par value	11/02/2005		M⁽¹⁾		10,000	A	$19.09	55,364	D
Common Stock, $0.01 par value	11/02/2005		M⁽¹⁾		7,500	A	$16	62,864	D
Common Stock, $0.01 par value	11/02/2005		M⁽¹⁾		7,500	A	$14.599	70,364	D
Common Stock, $0.01 par value	11/02/2005		M⁽¹⁾		46,000	A	$11	116,364	D
Common Stock, $0.01 par value	11/02/2005		M⁽¹⁾		5,000	A	$15.48	121,364	D
Common Stock, $0.01 par value	11/02/2005		M⁽¹⁾		5,000	A	$18.08	126,364	D
Common Stock, $0.01 par value	11/02/2005		M⁽¹⁾		5,000	A	$19	131,364	D
Common Stock, $0.01 par value	11/02/2005		S⁽¹⁾		95,900	D	$25.5	35,464	D
Common Stock, $0.01 par value	11/02/2005		S⁽¹⁾		100	D	$25.56	35,364	D
Common Stock, $0.01 par value								10,500⁽²⁾	I	By Children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$18.25	11/02/2005⁽¹⁾		M			10,000	03/20/2002⁽³⁾	03/19/2011	Common Stock	10,000	⁽⁴⁾	0	D
Employee Stock Option	$19.09	11/02/2005⁽¹⁾		M			10,000	01/02/2002⁽⁵⁾	01/01/2012	Common Stock	10,000	⁽⁴⁾	0	D
Employee Stock Option	$16	11/02/2005⁽¹⁾		M			7,500	06/01/2002⁽⁵⁾	05/31/2012	Common Stock	7,500	⁽⁴⁾	0	D
Employee Stock Option	$14.599	11/02/2005⁽¹⁾		M			7,500	01/02/2003⁽⁵⁾	01/01/2013	Common Stock	7,500	⁽⁴⁾	0	D
Employee Stock Option	$11	11/02/2005⁽¹⁾		M			46,000	02/24/2003⁽⁵⁾	02/23/2013	Common Stock	46,000	⁽⁴⁾	0	D
Employee Stock Option	$15.48	11/02/2005⁽¹⁾		M			5,000	07/01/2003⁽⁵⁾	06/30/2013	Common Stock	5,000	⁽⁴⁾	0	D
Employee Stock Option	$18.08	11/02/2005⁽¹⁾		M			5,000	07/01/2004⁽⁵⁾	06/30/2014	Common Stock	5,000	⁽⁴⁾	0	D
Employee Stock Option	$19	11/02/2005⁽¹⁾		M			5,000	07/01/2005⁽⁵⁾	06/30/2015	Common Stock	5,000	⁽⁴⁾	0	D

Explanation of Responses:

1. The transactions reported on this Form 4 were effected on November 2, 2005 pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. The reporting person's share ownership includes 3,500 shares registered in the name of each of his three children.

3. These options were subject to a four-year vesting schedule, under which 25% of the total options became exercisable on the first anniversary of the applicable vesting commencement date, an additional 2.09% became exercisable at the conculsion of each month of the second, third and fourth years following the vesting commencement date other than the final month of the fourth year, and an additional 1.85% became exercisable at the conclusion of the final month of the fourth year following the vesting commencement date.

4. The Employee Stock Option was granted to the Reporting Person, and was not sold to the Reporting Person. As such, the Reporting Person did not pay any consideration for the Employee Stock Option.

5. These options vested immediately upon the date of grant.

Remarks:

	/s/ Kenneth H. Holec	11/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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