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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SPSS INC [ SPSS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option | $20.625 | 12/28/2006 | D(1) | 925 | 01/02/2002(2) | 01/01/2011 | Common Stock | 925 | (3) | 49,075 | D | ||||
Employee Stock Option (Right to Buy) | $21.59 | 12/28/2006 | A(1) | 925 | 01/02/2002(2) | 01/01/2011 | Common Stock | 925 | (3) | 925 | D | ||||
Employee Stock Option (Right to Buy) | $14.599 | 12/28/2006 | D(1) | 36,351 | 02/02/2003(4) | 01/01/2013 | Common Stock | 36,351 | (3) | 33,649 | D | ||||
Employee Stock Option (Right to Buy) | $14.759 | 12/28/2006 | A(1) | 36,351 | 02/02/2003(4) | 01/01/2013 | Common Stock | 36,351 | (3) | 36,351 | D |
Explanation of Responses: |
1. The reported transaction involved the repricing of a portion of an existing option to increase the exercise price. The other terms of the option remain unchanged. |
2. These options were initially granted with seven-year cliff-vesting subject to acceleration if the SPSS Board of Directors determined that certain performance criteria were achieved for the year ended December 31, 2001. The SPSS Board of Directors determined that the performance criteria were achieved, and vesting was accelerated such that the vesting schedule is as follows: 25% of the total options become exercisable on the first anniversary of the applicable vesting commencement date, an additional 2.09% become 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% become exercisable at the conclusion of the final month of the fourth year following the vesting commencement date. |
3. 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. |
4. These options are subject to a four-year vesting schedule, under which 2.09% of the total options become exercisable at the conclusion of the first month following the vesting commencement date, and an additional 2.09% become exercisable at the conclusion of each month thereafter throughout the first, second, third and fourth years following the vesting commencement date. |
Remarks: |
/s/ Jack Noonan | 12/28/2006 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |