4//SEC Filing
Dow Douglas 4
Accession 0001209191-09-047268
CIK 0000869570other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 12:41 PM ET
Size
15.5 KB
Accession
0001209191-09-047268
Insider Transaction Report
Form 4
SPSS INCSPSS
Dow Douglas
SVP, Corporate Development
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value
2009-10-02$50.00/sh−19,234$961,700→ 15,062 total - Award
Common Stock, $0.01 par value
2009-10-02+29,500→ 44,562 total - Disposition to Issuer
Common Stock, $0.01 par value
2009-10-02$50.00/sh−44,562$2,228,100→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2009-10-02$32.75/sh−13,957$457,092→ 0 totalExercise: $17.25From: 2004-12-17Exp: 2013-12-17→ Common Stock (13,957 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2009-10-02$33.36/sh−25,000$834,000→ 0 totalExercise: $16.64From: 2006-04-19Exp: 2015-04-18→ Common Stock (25,000 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
SPSS INC
CIK 0000869570
Entity typeother
Related Parties
1- filerCIK 0001292127
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 12:41 PM ET
- Size
- 15.5 KB