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 *

WEHRWEIN SVEN
2. Issuer Name and Ticker or Trading Symbol

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

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

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

5/18/2020
(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 5/18/2020  A  1440 (1)A$0.00 15910 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $59.00 5/18/2020  A   4536     (2)5/18/2027 Common Stock 4536 $0.00 4536 D  

Explanation of Responses:
(1) The deferred stock units will vest in four equal installments on the last day of each fiscal quarter with the first vesting occurring on June 30, 2020, provided the reporting person remains a member of the board as of the vesting date. The deferred stock units must be retained until completion of the reporting person's service on the board, and upon completion of such service, convert into an equal number of shares of our common stock. The reporting person may defer receipt of the shares for up to ten years after completion of service.
(2) This option shall vest in four equal installments on the last day of each fiscal quarter with the first vesting occurring on June 30, 2020, provided the reporting person remains a member of the board as of the vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
WEHRWEIN SVEN
333 SOUTH SEVENTH STREET
SUITE 1000
MINNEAPOLIS, MN 55402
X



Signatures
/s/ Jonathan R. Zimmerman, Attorney-in-Fact for Sven A. Wehrwein5/20/2020
**Signature of Reporting PersonDate

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