4//SEC Filing
Panza Raymond 4
Accession 0001209191-09-047290
CIK 0000869570other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 1:17 PM ET
Size
19.1 KB
Accession
0001209191-09-047290
Insider Transaction Report
Form 4
SPSS INCSPSS
Panza Raymond
Exec. VP, CFO, Secretary
Transactions
- Award
Common Stock, $0.01 par value
2009-10-02+81,000→ 133,927 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2009-10-02$34.02/sh−15,000$510,300→ 0 totalExercise: $15.98From: 2005-01-21Exp: 2014-12-20→ Common Stock (15,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2009-10-02$34.02/sh−25,000$850,500→ 0 totalExercise: $15.98From: 2011-12-21Exp: 2014-12-20→ Common Stock (25,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2009-10-02$36.18/sh−150,000$5,427,000→ 0 totalExercise: $13.82From: 2005-08-16Exp: 2014-10-27→ Common Stock (150,000 underlying) - Disposition to Issuer
Common Stock, $0.01 par value
2009-10-02$50.00/sh−69,511$3,475,550→ 52,927 total - Disposition to Issuer
Common Stock, $0.01 par value
2009-10-02$50.00/sh−133,927$6,696,350→ 0 total
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
Documents
Issuer
SPSS INC
CIK 0000869570
Entity typeother
Related Parties
1- filerCIK 0001300426
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 1:17 PM ET
- Size
- 19.1 KB