-----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, Sa5/VK5DWgiq2umrUeB8mEl1Mfg7+vtw8ryAEFAT0gQ0DWCvORsZFt394jdCAqGL 8o08CunraQvV/81oR2n1Lg== 0001209191-09-047203.txt : 20091005 0001209191-09-047203.hdr.sgml : 20091005 20091005105228 ACCESSION NUMBER: 0001209191-09-047203 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091002 FILED AS OF DATE: 20091005 DATE AS OF CHANGE: 20091005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bienen Henry S CENTRAL INDEX KEY: 0001304250 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34103 FILM NUMBER: 091104444 MAIL ADDRESS: STREET 1: C/O NORTHWESTERN UNIVERSITY STREET 2: 633 CLARK STREET CITY: EVANSTON STATE: IL ZIP: 60208 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-10-02 1 0000869570 SPSS INC SPSS 0001304250 Bienen Henry S C/O NORTHWESTERN UNIVERSITY 633 CLARK STREET EVANSTON IL 60208-1100 1 0 0 0 Common Stock, $0.01 par value 2009-10-02 4 D 0 1746 50.00 D 0 D Employee Stock Option (Right to Buy) 30.73 2009-10-02 4 D 0 5000 19.27 D 2009-05-01 2019-04-30 Common Stock 5000 0 D Employee Stock Option (Right to Buy) 39.03 2009-10-02 4 D 0 10000 10.97 D 2008-07-04 2018-06-03 Common Stock 10000 0 D These shares of SPSS common stock were granted in the form of deferred share units ("DSUs"). Each DSU represents the right to receive one share of SPSS common stock. The unvested DSUs were to vest on the earlier of the one year anniversary of the grant date or the date on which the reporting person's directorship terminates other than for cause. 50% of the DSUs were to be paid on the date that the reporting person separated from service with SPSS and 50% of the DSUs were to be paid six months after such date. However, in accordance with the terms of the grant and the merger agreement pursuant to which International Business Machines Corporation acquired SPSS, in exchange for these DSUs, the reporting person became entitled to receive a cash payment equal to the merger consideration ($50.00) multipled by the number of shares of common stock subject to the DSUs. These options vested immediately upon the grant date. In accordance with the terms of the grant and the merger agreement pursuant to which International Business Machines Corporation acquired SPSS, in exchange for these options, the reporting person became entitled to receive a cash payment equal the number of shares of common stock subject to the options multipled by the difference between the merger consideration ($50.00) and the exercise price of the option. These options are subject to a three-year vesting schedule, under which an equal portion of the total option becomes exercisable at the conclusion of each month following the vesting commencement date through the first, second and third years following the vesting commencement date. /s/ Robert Brinkmann, pursuant to Power of Attorney filed with the SEC on June 5, 2008 2009-10-05 -----END PRIVACY-ENHANCED MESSAGE-----