SEC Info - Kemper Robert - ‘3’ for 4/28/05 re: SPSS Inc.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kemper Robert

(Last)

(First)

(Middle)

SPSS INC.

233 SOUTH WACKER DRIVE, 11TH FLOOR

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
4/28/05

3. Issuer Name and Ticker or Trading Symbol
SPSS INC [ SPSS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP - Research and Development

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value	866	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	12/18/03 ⁽¹⁾	12/17/12	Common Stock	10,000	14.43	D
Employee Stock Option (Right to Buy)	12/17/03 ⁽²⁾	12/16/13	Common Stock	10,000	17.25	D
Employee Stock Option (Right to Buy)	7/12/05 ⁽¹⁾	7/11/14	Common Stock	32,000	15.97	D

Explanation of Responses:

(1) These options are subject to a four-year vesting schedule, under which 25% of the total option will become exercisable on the first anniversary of the Grant Date, an additional 2.09% of the number of shares originally covered by the option will become 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 will become exercisable on the first day following the conclusion of the final month of the fourth year following the Grant Date.

(2) These options are subject to the following vesting schedule: (i) 35.45% of the total option became exercisable on the Grant Date and (ii) an additional 2.09% of the number of shares originally covered by the option will become exercisable on the first day following the conclusion of each month thereafter in the first, second and third years following the Grant Date, until fully vested.

Remarks:

	/s/ Anthony Ciro, by Power of Attorney attached hereto	4/28/05
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Kemper Robert – ‘3’ for 4/28/05 re: SPSS Inc.

On: Thursday, 4/28/05, at 1:30pm ET · For: 4/28/05 · As: Officer · Accession #: 1209191-5-22582 · File #: 0-22194

Previous ‘3’: None · Next & Latest: ‘3/A’ on 11/28/05 for 4/28/05

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Form 3 Submission — doc3.xml/2.2