-----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, Mtgh3p6qLdvb7uBIiK0DeIm+u0HBK69BRsCvg2UfCRSpwwAStKhh6mC4faVXeuho eSJvLkBpihBJGHQlZIMiXA== 0001209191-09-047268.txt : 20091005 0001209191-09-047268.hdr.sgml : 20091005 20091005124106 ACCESSION NUMBER: 0001209191-09-047268 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: Dow Douglas CENTRAL INDEX KEY: 0001292127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34103 FILM NUMBER: 091104779 MAIL ADDRESS: STREET 1: SPSS INC STREET 2: 233 SOUTH WACKER DRIVE, 11TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 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 0001292127 Dow Douglas SPSS INC. 233 SOUTH WACKER DRIVE, 11TH FLOOR CHICAGO IL 60606 0 1 0 0 SVP, Corporate Development Common Stock, $0.01 par value 2009-10-02 4 D 0 19234 50.00 D 15062 D Common Stock, $0.01 par value 2009-10-02 4 A 0 29500 0.00 A 44562 D Common Stock, $0.01 par value 2009-10-02 4 D 0 44562 50.00 D 0 D Employee Stock Option (Right to Buy) 17.25 2009-10-02 4 D 0 13957 32.75 D 2004-12-17 2013-12-17 Common Stock 13957 0 D Employee Stock Option (Right to Buy) 16.64 2009-10-02 4 D 0 25000 33.36 D 2006-04-19 2015-04-18 Common Stock 25000 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 common stock were granted to the reporting person on January 8, 2009 in the form of restricted share units ("RSUs") subject to the achievement of performance targets. Each RSU represents the right to receive one share of SPSS common stock. This RSU grant was not yet reported because the performance targets were not yet achieved. In accordance with the terms of the original grant, these RSUs vested and were deemed acquired upon the closing of the merger pursuant to which International Business Machines Corporation acquired SPSS (regardless of whether any applicable performance targets have been satisfied). As such, this RSU grant is being reported as of the effective date of the merger. These shares of SPSS common stock were granted in the form of restricted share units ("RSUs"). Each RSU represents the right to receive one share of SPSS common stock. 15,062 of these RSUs were subject to a time-based vesting schedule and 29,500 of these RSUs were subject to a performance-based vesting schedule. 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 RSUs, 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 RSUs. 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. /s/ Douglas P. Dow 2009-10-05 -----END PRIVACY-ENHANCED MESSAGE-----