SPS COMMERCE INC — Director's Dealing 2020

Feb 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPS COMMERCE INC (SPSC)
CIK: 0001092699
Period of Report: 2020-02-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-05	Common Stock	M	18216	$19.51	Acquired	67148	Direct
2020-02-05	Common Stock	S	18216	$58.0675	Disposed	48932	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-05	Employee Stock Option (right to buy)	$19.51	M	18216	Disposed	2023-02-08	Common Stock (18216)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	227.067	Indirect

Footnotes

F1: Stock option exercise and sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 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 the reporting person received 24,466 shares of Common Stock of the Issuer. At the same time, pursuant to anti-dilution provisions of the Issuer's 2010 Equity Incentive Plan, an option for 9,108 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 18,216 shares of Common Stock.

F3: This option was previously reported as an option for 9,108 shares of Common stock at an exercise price of $39.01 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 18,216 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 5, 2020 with sales prices ranging from $57.48 to $58.36 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: Fully vested.