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^*

NIE NORMAN H

(Last)

(First)

(Middle)

P.O. BOX 3800

201 SAGE WILLOW ROAD

(Street)

SUN VALLEY

83353

(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)
12/13/2006

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	12/13/2006		M		5,000	A	$27.375	5,894	D
Common Stock, $0.01 par value	12/13/2006		S		5,000	D	$28.9	894	D
Common Stock, $0.01 par value								399,353	I	By the Norman H. Nie Revocable Trust
Common Stock, $0.01 par value								45,763	I	By the Norman and Carol Nie Foundation, Inc.

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 (Right to Buy)	$27.375	12/13/2006		M			5,000	01/02/1998⁽¹⁾	01/02/2007	Common Stock	5,000	⁽²⁾	0	D

Explanation of Responses:

1. These options were granted with a vesting commmencement date as of January 2, 1997. 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 conclusion 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; provided, however, the Board may provide for earlier exercise of an option in the event of a change of control. These options may expire or be forfeited upon the occurrence of certain contingencies, including, without limitation, the cessation of an optionee's employment or the optionee's death. These options are not exercisable for a period of longer than ten years.

2. 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.

Remarks:

	/s/ Emily Borom, pursuant to Power of Attorney filed with the SEC on September 3, 2003	12/15/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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