SPS COMMERCE INC — Director's Dealing 2020

Feb 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPS COMMERCE INC (SPSC)
CIK: 0001092699
Period of Report: 2020-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-13	Common Stock	M	6672	$32.975	Acquired	55604	Direct
2020-02-13	Common Stock	M	4227	$33.55	Acquired	59831	Direct
2020-02-13	Common Stock	S	10899	$60.0452	Disposed	48932	Direct
2020-02-14	Common Stock	M	8905	$33.55	Acquired	57837	Direct
2020-02-14	Common Stock	M	17104	$24.04	Acquired	74941	Direct
2020-02-14	Common Stock	S	18639	$60.3077	Disposed	56302	Direct
2020-02-14	Common Stock	S	7170	$61.3087	Disposed	49132	Direct
2020-02-14	Common Stock	S	200	$62.065	Disposed	48932	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-13	Employee Stock Option (right to buy)	$32.975	M	6672	Disposed	2024-02-10	Common Stock (6672)	Direct
2020-02-13	Employee Stock Option (right to buy)	$33.55	M	4227	Disposed	2022-02-09	Common Stock (4227)	Direct
2020-02-14	Employee Stock Option (right to buy)	$33.55	M	8905	Disposed	2022-02-09	Common Stock (8905)	Direct
2020-02-14	Employee Stock Option (right to buy)	$24.04	M	17104	Disposed	2023-02-04	Common Stock (17104)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	230.526	Indirect

Footnotes

F1: Stock option exercise and sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 27, 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 10,009 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 20,018 shares of Common Stock.

F3: This option was previously reported as an option for 10,009 shares of Common stock at an exercise price of $65.95 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019.

F4: 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 19,699 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 39,398 shares of Common Stock.

F5: This option was previously reported as an option for 19,699 shares of Common stock at an exercise price of $67.10 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019.

F6: Reflects the weighted average price of 10,899 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 13, 2020 with sales prices ranging from $60.00 to $60.25 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: 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 34,208 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 68,416 shares of Common Stock.

F8: This option was previously reported as an option for 34,208 shares of Common stock at an exercise price of $48.08 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019.

F9: Reflects the weighted average price of 18,639 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 14, 2020 with sales prices ranging from $60.00 to $60.99 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.

F10: Reflects the weighted average price of 7,170 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 14, 2020 with sales prices ranging from $61.00 to $61.96 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.

F11: Reflects the weighted average price of 200 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 14, 2020 with sales prices ranging from $62.06 to $62.07 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.

F12: Fully vested.