SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NOONAN JACK (Last) (First) (Middle) 233 S. WACKER DRIVE 11TH FLOOR (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SPSS INC [ SPSS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, CEO and President
	3. Date of Earliest Transaction (Month/Day/Year) 10/02/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	10/02/2009		D		202,989	D	$50(1)	94,677	D
Common Stock, $0.01 par value	10/02/2009		A		156,800	A	$0.00(2)	251,477	D
Common Stock, $0.01 par value	10/02/2009		D		251,477(3)	D	$50	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$15.98	10/02/2009		D			70,000	01/21/2005(4)	12/20/2014	Common Stock	70,000	$34.02(5)	0	D
Employee Stock Option (Right to Buy)	$21.1	10/02/2009		D			70,000	03/02/2004(4)	02/01/2014	Common Stock	70,000	$28.9(5)	0	D
Employee Stock Option (Right to Buy)	$18.29	10/02/2009		D			3,144	08/18/2003(6)	08/17/2013	Common Stock	3,144	$31.71(5)	0	D
Employee Stock Option (Right to Buy)	$14.759	10/02/2009		D			36,351	02/02/2003(4)	01/01/2013	Common Stock	36,351	$35.241(5)	0	D
Employee Stock Option (Right to Buy)	$14.599	10/02/2009		D			33,649	02/02/2003(4)	01/01/2013	Common Stock	33,649	$35.401(5)	0	D
Employee Stock Option (Right to Buy)	$19.09	10/02/2009		D			70,000	02/02/2002(4)	01/01/2012	Common Stock	70,000	$30.91(5)	0	D
Employee Stock Option (Right to Buy)	$22.375	10/02/2009		D			50,000	03/01/2002(7)	02/28/2011	Common Stock	50,000	$27.625(5)	0	D
Employee Stock Option (Right to Buy)	$21.59	10/02/2009		D			925	01/02/2002(8)	01/01/2011	Common Stock	925	$28.41(5)	0	D
Employee Stock Option (Right to Buy)	$20.625	10/02/2009		D			49,075	01/02/2002(8)	01/01/2011	Common Stock	49,075	$29.375(5)	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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. 94,677 of these RSUs were subject to a time-based vesting schedule and 156,800 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.

4. 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 throughout the first, second, third and fourth year following the Grant Date.

5. 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.

6. These options vested immediately upon the date of grant.

7. 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.

8. 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, 2001. 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.

Remarks:

	/s/ Robert Brinkmann, pursuant to Power of Attorney filed with the SEC on September 16, 2003	10/05/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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