SPS COMMERCE INC — Director's Dealing 2023

Feb 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPS COMMERCE INC (SPSC)
CIK: 0001092699
Period of Report: 2023-02-16

Reporting Person: Frome James J. (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-16	Common Stock	A	11810	$0.00	Acquired	47194	Direct
2023-02-17	Common Stock	M	6286	$54.54	Acquired	53480	Direct
2023-02-17	Common Stock	M	9432	$27.34	Acquired	62912	Direct
2023-02-17	Common Stock	S	700	$149.5963	Disposed	62212	Direct
2023-02-17	Common Stock	S	2495	$150.7423	Disposed	59717	Direct
2023-02-17	Common Stock	S	8480	$151.6807	Disposed	51237	Direct
2023-02-17	Common Stock	S	4765	$152.4014	Disposed	46472	Direct
2023-02-17	Common Stock	S	728	$153.2758	Disposed	45744	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-17	Employee Stock Option (right to buy)	$54.54	M	6286	Disposed	2026-02-19	Common Stock (6286)	Direct
2023-02-17	Employee Stock Option (right to buy)	$27.34	M	9432	Disposed	2025-02-13	Common Stock (9432)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	376.796	Indirect

Footnotes

F1: RSU awards vest as to 25% of the units on February 16, 2024. The remaining units vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on the March 16, 2024).

F2: Stock option exercise and sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2022.

F3: 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.

F4: 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.

F5: Reflects the weighted average price of 700 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 17, 2023 with sales prices ranging from $149.11 to $150.02 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 2,495 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 17, 2023 with sales prices ranging from $150.12 to $151.09 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.

F7: Reflects the weighted average price of 8,480 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 17, 2023 with sales prices ranging from $151.13 to $152.12 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 4,765 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 17, 2023 with sales prices ranging from $152.14 to $153.10 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 728 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 17, 2023 with sales prices ranging from $153.14 to $153.36 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.

F10: 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).

F11: Fully vested.