Black Archie C. Form 4 SPS COMMERCE / Archie C. Black ownership change

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

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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^*

Black Archie C.

(Last) (First) (Middle)

333 SOUTH SEVENTH STREET

SUITE 1000

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SPS COMMERCE INC [ SPSC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2019

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	11/25/2019		M(1)		15,637	A	$24.04(2)(3)	152,324.996(2)	D
Common Stock	11/25/2019		S(1)		15,637	D	$57.611(4)	136,687.996	D
Common Stock	11/26/2019		M(1)		2,943	A	$24.04(3)	139,630.996	D
Common Stock	11/26/2019		S(1)		2,943	D	$57.7664(5)	136,687.996	D
Common Stock								400	I	By Son-I
Common Stock								400	I	By Son-II
Common Stock								400	I	By Son-III
Common Stock								400	I	By Son-IV
Common Stock								219.195	I	By 401(k) Plan

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)	$24.04(3)	11/25/2019		M			15,637(3)	(6)	02/04/2023	Common Stock	15,637(3)	$0.00	79,686(3)	D
Employee Stock Option (right to buy)	$24.04(3)	11/26/2019		M			2,943(3)	(6)	02/04/2023	Common Stock	2,943(3)	$0.00	76,743(3)	D

Explanation of Responses:

1. Stock option exercise and sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2019.

2. On July 25, 2019, the Issuer announced that its board of directors declared a two-for-one stock split of the Common Stock of the Issuer, effected in the form of a 100 percent stock dividend as of the record date on August 8, 2019. The stock split dividend was distributed on August 22, 2019, and at that time the reporting person received 68,343.9978 shares of Common Stock of the Issuer. At the same time, pursuant to anti-dilution provisions of the Issuer's 2010 Equity Incentive Plan, an option for 76,190 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 152,380 shares of Common Stock.

3. This option was previously reported as an option for 76,190 shares of Common stock at an exercise price of $48.08 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019.

4. Reflects the weighted average price of 15,637 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on November 25, 2019 with sales prices ranging from $57.50 to $57.78 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

5. Reflects the weighted average price of 2,943 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on November 25, 2019 with sales prices ranging from $57.53 to $58.16 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

6. Options vest as to 25% of the shares on February 5, 2017. The remaining shares vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 5, 2017).

Remarks:

	/s/ Jonathan R. Zimmerman, attorney-in-fact for Archie C. Black	11/27/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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