SPS COMMERCE INC — Director's Dealing 2021

Mar 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPS COMMERCE INC (SPSC)
CIK: 0001092699
Period of Report: 2021-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-26	Common Stock	M	6124	$27.85	Acquired	67023	Direct
2021-02-26	Common Stock	M	10056	$54.54	Acquired	77079	Direct
2021-02-26	Common Stock	M	28290	$27.37	Acquired	105369	Direct
2021-02-26	Common Stock	S	2400	$99.5807	Disposed	102969	Direct
2021-02-26	Common Stock	S	38771	$101.1028	Disposed	64198	Direct
2021-02-26	Common Stock	S	15066	$101.8973	Disposed	49132	Direct
2021-02-26	Common Stock	S	2632	$103.1753	Disposed	46500	Direct
2021-02-26	Common Stock	S	802	$103.7128	Disposed	45698	Direct
2021-03-01	Common Stock	S	500	$100.566	Disposed	45198	Direct
2021-03-01	Common Stock	S	933	$101.6977	Disposed	44265	Direct
2021-03-01	Common Stock	S	3979	$102.62	Disposed	40286	Direct
2021-03-01	Common Stock	S	1323	$103.3418	Disposed	38963	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-26	Employee Stock Option (right to buy)	$27.85	M	6124	Disposed	2024-02-14	Common Stock (6124)	Direct
2021-02-26	Employee Stock Option (right to buy)	$54.54	M	10056	Disposed	2026-02-19	Common Stock (10056)	Direct
2021-02-26	Employee Stock Option (right to buy)	$27.37	M	28290	Disposed	2025-02-13	Common Stock (28290)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	336.402	Indirect

Footnotes

F1: Stock option exercise and sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2020.

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 10,057 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 20,114 shares of Common Stock.

F3: This option was previously reported as an option for 10,057 shares of Common stock at an exercise price of $109.07 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 18,861 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 37,722 shares of Common Stock.

F5: This option was previously reported as an option for 18,861 shares of Common stock at an exercise price of $54.68 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 2,400 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 26, 2021 with sales prices ranging from $99.5800 to $99.5814 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 38,771 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 26, 2021 with sales prices ranging from $100.62 to $101.61 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 15,066 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 26, 2021 with sales prices ranging from $101.62 to $102.45 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: Reflects the weighted average price of 2,632 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 26, 2021 with sales prices ranging from $102.68 to $103.61 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 802 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 26, 2021 with sales prices ranging from $103.68 to $103.94 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 500 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on March 1, 2021 with sales prices ranging from $100.11 to $101.08 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: Reflects the weighted average price of 933 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on March 1, 2021 with sales prices ranging from $101.13 to $102.09 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.

F13: Reflects the weighted average price of 3,979 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on March 1, 2021 with sales prices ranging from $102.17 to $103.11 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.

F14: Reflects the weighted average price of 1,323 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on March 1, 2021 with sales prices ranging from $103.19 to $103.39 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.

F15: Fully vested.

F16: Options vest as to 25% of the shares on February 19, 2020. The remaining shares vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 19, 2020).

F17: 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).