SPS COMMERCE INC — Director's Dealing 2020

Feb 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPS COMMERCE INC (SPSC)
CIK: 0001092699
Period of Report: 2020-02-19

Reporting Person: Black Archie C. (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-19	Common Stock	M	22608	$27.85	Acquired	159296	Direct
2020-02-19	Common Stock	S	20208	$59.5313	Disposed	139088	Direct
2020-02-19	Common Stock	S	2400	$60.3731	Disposed	136688	Direct
2020-02-20	Common Stock	M	5026	$27.85	Acquired	141714	Direct
2020-02-20	Common Stock	S	28992	$57.0174	Disposed	112722	Direct
2020-02-20	Common Stock	S	14138	$57.8014	Disposed	98584	Direct
2020-02-20	Common Stock	S	5026	$59.1639	Disposed	93558	Direct
2020-02-21	Common Stock	A	26951	$0.00	Acquired	120509	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-19	Employee Stock Option (right to buy)	$27.85	M	22608	Disposed	2024-02-14	Common Stock (22608)	Direct
2020-02-20	Employee Stock Option (right to buy)	$27.85	M	5026	Disposed	2024-02-14	Common Stock (5026)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400	Indirect
Common Stock	400	Indirect
Common Stock	400	Indirect
Common Stock	400	Indirect
Common Stock	239.057	Indirect

Footnotes

F1: Stock option exercise and sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 6, 2019.

F2: 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 pursuant to anti-dilution provisions of the Issuer's 2010 Equity Incentive Plan, an option for 39,343 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 78,686 shares of Common Stock.

F3: This option was previously reported as an option for 39,343 shares of Common stock at an exercise price of $55.70 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019.

F4: Reflects the weighted average price of 20,208 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 19, 2020 with sales prices ranging from $59.10 to $60.09 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.

F5: Reflects the weighted average price of 2,400 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 19, 2020 with sales prices ranging from $60.17 to $60.75 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.

F6: Reflects the weighted average price of 28,992 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2020 with sales prices ranging from $56.68 to $57.66 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.

F7: Reflects the weighted average price of 14,138 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2020 with sales prices ranging from $57.68 to $58.13 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.

F8: Reflects the weighted average price of 5,026 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2020 with sales prices ranging from $59.03 to $59.64 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.

F9: 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 21, 2021. The remaining units vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 21, 2021).

F10: 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).