SPS COMMERCE INC — Director's Dealing 2012

May 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPS COMMERCE INC (SPSC)
CIK: 0001092699
Period of Report: 2012-05-16

Reporting Person: Gorman Michael B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-16	Common Stock	S	433	$27.85	Disposed	0	Indirect
2012-05-16	Common Stock	J	9045	—	Disposed	0	Indirect
2012-05-16	Common Stock	J	14749	—	Disposed	0	Indirect
2012-05-16	Common Stock	J	185124	—	Disposed	0	Indirect
2012-05-16	Common Stock	J	14	—	Acquired	19343	Direct
2012-05-16	Common Stock	J	280	—	Acquired	19623	Direct
2012-05-16	Common Stock	J	4145	—	Acquired	23768	Direct
2012-05-17	Common Stock	M	11125	$12	Acquired	34893	Direct
2012-05-17	Common Stock	M	5340	$16.65	Acquired	40233	Direct
2012-05-17	Common Stock	S	3256	$27.6824	Disposed	36968	Direct
2012-05-18	Common Stock	S	13200	$27.5838	Disposed	23768	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-17	Stock Option (right to buy)	$12	M	11125	Disposed	2020-04-26	Common Stock (11125)	Direct
2012-05-17	Stock Option (right to buy)	$16.65	M	5340	Disposed	2021-05-16	Common Stock (5340)	Direct

Footnotes

F1: Represents securities held directly by SPVC Affiliates Fund I, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to three individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F2: Represents a pro-rata distribution of Common Stock of the Issuer by SPVC IV, LLC without consideration to its members.

F3: Represents securities held directly by SPVC IV, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to three individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: Represents a pro-rata distribution of Common Stock of the Issuer by SPVC V, LLC without consideration to its members.

F5: Represents securities held directly by SPVC V, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to three individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F6: Represents a pro-rata distribution of Common Stock of the Issuer by SPVC VI, LLC without consideration to its members.

F7: Represents securities held directly by SPVC VI, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to three individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F8: Represents receipt of a pro-rata distribution of Common Stock of the Issuer by SPVC IV, LLC without consideration to its members.

F9: Represents receipt of a pro-rata distribution of Common Stock of the Issuer by SPVC V, LLC without consideration to its members.

F10: Represents receipt of a pro-rata distribution of Common Stock of the Issuer by SPVC VI, LLC without consideration to its members, and an immediate subsequent pro-rata distribution by one of the members of SPVC VI, LLC without consideration to its members.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices between $27.56 and $27.76, inclusive. The reporting person will provide to the SEC Staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices between $27.34 and $27.77, inclusive. The reporting person will provide to the SEC Staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.

F13: The shares become exercisable in equal monthly installments over three years beginning May 27, 2010, so long as reporting person remains a member of the board.