-----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, MOCQhIgqbhF66ryhePxFg22wPD8Iy/hRHZ62Y36S+001OfwpYSU0S3zzLePb3vN5 sUJWkxCte5hNWEiKyohntg== 0001209191-09-047220.txt : 20091005 0001209191-09-047220.hdr.sgml : 20091005 20091005111211 ACCESSION NUMBER: 0001209191-09-047220 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091002 FILED AS OF DATE: 20091005 DATE AS OF CHANGE: 20091005 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLAIR MICHAEL D CENTRAL INDEX KEY: 0001202250 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34103 FILM NUMBER: 091104496 MAIL ADDRESS: STREET 1: 130 SOUTH CANAL STREET STREET 2: UNIT 802 CITY: CHICAGO STATE: IL ZIP: 60606 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-10-02 1 0000869570 SPSS INC SPSS 0001202250 BLAIR MICHAEL D 130 SOUTH CANAL STREET UNIT 802 CHICAGO IL 60606 1 0 0 0 Common Stock, $0.01 par value 2009-10-02 4 D 0 10833 50.00 D 3402 D Common Stock, $0.01 par value 2009-10-02 4 D 0 3402 50.00 D 0 D Employee Stock Option (Right to Buy) 21.59 2009-10-02 4 D 0 93 28.41 D 2002-01-02 2011-01-01 Common Stock 93 0 D Employee Stock Option (Right to Buy) 20.63 2009-10-02 4 D 0 4907 29.37 D 2001-01-02 2011-01-01 Common Stock 4907 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) 19.00 2009-10-02 4 D 0 5000 31.00 D 2005-07-01 2015-06-30 Common Stock 5000 0 D Employee Stock Option (Right to Buy) 33.57 2009-10-02 4 D 0 5000 16.43 D 2006-05-01 2016-04-30 Common Stock 5000 0 D Employee Stock Option (Right to Buy) 41.98 2009-10-02 4 D 0 5000 8.02 D 2008-05-01 2018-04-30 Common Stock 5000 0 D Employee Stock Option (Right to Buy) 36.78 2009-10-02 4 D 0 5000 13.22 D 2007-05-01 2017-04-30 Common Stock 5000 0 D Employee Stock Option (Right to Buy) 19.09 2009-10-02 4 D 0 10000 30.91 D 2002-01-02 2012-01-01 Common Stock 10000 0 D Employee Stock Option (Right to Buy) 25.25 2009-10-02 4 D 0 5000 24.75 D 2001-01-03 2010-01-02 Common Stock 5000 0 D These shares of SPSS common stock are being disposed of in exchange for $50.00 per share in connection with the merger agreement pursuant to which International Business Machines Corporation acquired SPSS. 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 were subject to a four-year vesting schedule, under which 25% of the total option became exercisable on the first anniversary of the Grant Date, an additional 2.09% of the number of shares originally covered by the option became exercisable on the first day following the conclusion of each month in the second, third and fourth years following the Grant Date (other than the final month of the fourth year following the Grant Date); and an additional 1.85% of the number of shares originally covered by the option became exercisable on the first day following the conclusion of the final month of the fourth year following 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 vested immediately upon the date of grant. /s/ Robert Brinkmann, pursuant to Power of Attorney filed with the SEC on June 5, 2008 2009-10-05 -----END PRIVACY-ENHANCED MESSAGE-----