-----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, V8XsCzAQYzDDyWLJdZ+Rx/Vo9VGJbkiWjM8k9YGItLAt7RfPRVGPf2MomVXSNUoX 8m+F+LibsqyXSvarMog7nQ== 0001209191-09-047290.txt : 20091005 0001209191-09-047290.hdr.sgml : 20091005 20091005131746 ACCESSION NUMBER: 0001209191-09-047290 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: Panza Raymond CENTRAL INDEX KEY: 0001300426 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34103 FILM NUMBER: 091104883 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 0001300426 Panza Raymond SPSS INC. 233 SOUTH WACKER DRIVE, 11TH FLOOR CHICAGO IL 60606 0 1 0 0 Exec. VP, CFO, Secretary Common Stock, $0.01 par value 2009-10-02 4 D 0 69511 50.00 D 52927 D Common Stock, $0.01 par value 2009-10-02 4 A 0 81000 0.00 A 133927 D Common Stock, $0.01 par value 2009-10-02 4 D 0 133927 50.00 D 0 D Employee Stock Option (Right to Buy) 15.98 2009-10-02 4 D 0 15000 34.02 D 2005-01-21 2014-12-20 Common Stock 15000 0 D Employee Stock Option (Right to Buy) 15.98 2009-10-02 4 D 0 25000 34.02 D 2011-12-21 2014-12-20 Common Stock 25000 0 D Employee Stock Option (Right to Buy) 13.82 2009-10-02 4 D 0 150000 36.18 D 2005-08-16 2014-10-27 Common Stock 150000 0 D Includes one share purchase in the amount of 918 shares of SPSS common stock made by the reporting person pursuant to the SPSS Employee Stock Purchase Plan. 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. 52,927 of these RSUs were subject to a time-based vesting schedule and 81,000 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 vested ratably over a four-year period with 2.09% of the total option becoming exercisable on the first day after the conclusion of the first month following the Grant Date and an additional 2.09% of the shares originally covered by the option becoming exercisable on the first day following the conclusion of each month thereafter. 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 were initially granted with seven-year cliff vesting subject to acceleration if the SPSS Board determinated that certain performance criteria were acheived for the year ended December 31, 2005. The SPSS Board determined that the performance criteria were achieved, and vesting was accelerated such that the vesting was as follows: 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. This option was subject to the following vesting schedule: 25% of the total option became exercisable on August 16, 2005, an additional 2.09% became exercisable at the conclusion of each month of the first, second and third calendar years following August 16, 2005 other than the final month of the third year, and an additional 1.85% became exercisable at the conclusion of the final month of the third year following August 16, 2005. /s/ Raymond H. Panza 2009-10-05 -----END PRIVACY-ENHANCED MESSAGE-----