SPS COMMERCE INC — Director's Dealing 2018

Feb 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPS COMMERCE INC (SPSC)
CIK: 0001092699
Period of Report: 2018-02-12

Reporting Person: Frome James J. (EVP & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-12	Common Stock	S	4100	$53.8528	Disposed	20068	Direct
2018-02-12	Common Stock	S	4257	$54.3713	Disposed	15811	Direct
2018-02-13	Common Stock	A	12801	$0.00	Acquired	28612	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-13	Employee Stock Option (right to buy)	$54.68	A	18861	Acquired	2025-02-13	Common Stock (18861)	Direct
2018-02-13	Performance Rights	$	A	12801	Acquired	2021-03-15	Common Stock (12801)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b-5 trading plan adopted by the reporting person on August 31, 2017.

F2: Reflects the weighted average price of 4,100 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 12, 2018, with sales prices ranging from $53.20 to $54.18 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: Reflects the weighted average price of 4,257 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 12, 2018, with sales prices ranging from $54.21 to $54.59 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.

F4: 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 13, 2019. The remaining units vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 13, 2019).

F5: Options vest as to 25% of the shares on February 13, 2019. The remaining shares vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 13, 2019).

F6: Each performance right represents a contingent right to receive one share of common stock. The performance rights vest based upon the issuer's total stockholder return.