SPS COMMERCE INC — Director's Dealing 2017

Feb 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPS COMMERCE INC (SPSC)
CIK: 0001092699
Period of Report: 2017-02-13

Reporting Person: Nelson Kimberly K. (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-13	Common Stock	F	1411	$56.2697	Disposed	30545	Direct
2017-02-14	Common Stock	A	10996	$0.00	Acquired	41541	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-14	Employee Stock Option (right to buy)	$55.70	A	16065	Acquired	2024-02-14	Common Stock (16065)	Direct

Footnotes

F1: Number of shares withheld to cover withholding taxes associated with the issuance of 4,421 shares of the Issuer's common stock in settlement of an equal number of stock units previously credited to the reporting person's account.

F2: Reflects the weighted average price of 1,411 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 13, 2017 with sales prices ranging from $56.13 to $56.4468 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.

F3: 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. RSUs vest as to 25% of the units on February 14, 2018. The remaining units vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 14, 2018).

F4: Options vest as to 25% of the shares on February 14, 2018. The remaining shares vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 14, 2018).