SPS COMMERCE INC — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPS COMMERCE INC (SPSC)
CIK: 0001092699
Period of Report: 2012-02-10

Reporting Person: Gray Michael J. (EVP of Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-10	Common Stock	A	6319	$0.00	Acquired	6319	Direct
2012-02-15	Common Stock	M	400	$2.4345	Acquired	6719	Direct
2012-02-15	Common Stock	S	100	$25.0085	Disposed	6619	Direct
2012-02-15	Common Stock	S	300	$25.00	Disposed	6319	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-10	Employee Stock Option (right to buy)	$25.32	A	15968	Acquired	2013-02-09	Common Stock (15968)	Direct
2012-02-15	Employee Stock Option (right to buy)	$2.4345	M	400	Disposed	2019-03-31	Common Stock (400)	Direct

Footnotes

F1: This reflects a restricted stock unit award. Each restricted stock unit represents a contingent right to receive one share of SPS Commerce, Inc. common stock. The restricted stock units vest as to (i) 1/4th of the Shares subject to this award on February 10, 2013 and (ii) 1/36th of the remaining Shares subject to this award on the 1st day of each month, commencing March 1, 2013.

F2: This Option vests as to (i) 1/4th of the Shares subject to this Option on February 10, 2013 and (ii) 1/36th of the remaining Shares subject to this Option on the 1st day of each month, commencing on March 1, 2013.

F3: This Option vests as to (i) 1/4th of the Shares subject to this Option on January 1, 2010 and (ii) 1/36th of the remaining Shares subject to this Option on the 1st day of each month, commencing on February 1, 2010.