FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Frome James J.
2. Issuer Name and Ticker or Trading Symbol

SPS COMMERCE INC [ SPSC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP & Chief Operating Officer
(Last)          (First)          (Middle)

333 SOUTH SEVENTH STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)

2/12/2018
(Street)

MINNEAPOLIS, MN 55402
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/12/2018     S (1)    4100   D $53.8528   (2) 20068   D    
Common Stock   2/12/2018     S (1)    4257   D $54.3713   (3) 15811   D    
Common Stock   2/13/2018     A    12801   (4) A $0.00   28612   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $54.68   2/13/2018     A      18861         (5) 2/13/2025   (6) Common Stock   18861   $0.00   18861   D    
Performance Rights     (6) 2/13/2018     A      12801         (6) 3/15/2021   Common Stock   12801   $0.00   12801   D    

Explanation of Responses:
(1)  The sales reported in this Form 4 were effected pursuant to a Rule 10b-5 trading plan adopted by the reporting person on August 31, 2017.
(2)  Reflects the weighted average price of 4,100 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 12, 2018, with sales prices ranging from $53.20 to $54.18 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.
(3)  Reflects the weighted average price of 4,257 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 12, 2018, with sales prices ranging from $54.21 to $54.59 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.
(4)  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 13, 2019. The remaining units vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 13, 2019).
(5)  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).
(6)  Each performance right represents a contingent right to receive one share of common stock. The performance rights vest based upon the issuer's total stockholder return.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Frome James J.
333 SOUTH SEVENTH STREET
SUITE 1000
MINNEAPOLIS, MN 55402


EVP & Chief Operating Officer

Signatures
/s/ Jonathan R. Zimmerman, attorney-in-fact for James J. Frome 2/16/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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