Statement of Changes in Beneficial Ownership (4)
February 26 2021 - 4:18PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
Ramsey James Burr |
2. Issuer Name and Ticker or Trading Symbol
SPS COMMERCE INC
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SPSC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
333 SOUTH SEVENTH STREET, SUITE 1000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/24/2021 |
(Street)
MINNEAPOLIS, MN 55402
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/24/2021 | | M | | 11802 (1)(2) | A | $25.51 (1)(2) | 23706 | D | |
Common Stock | 2/24/2021 | | M | | 5620 (3)(4) | A | $25.87 (3)(4) | 29326 | D | |
Common Stock | 2/24/2021 | | S | | 2522 | D | $103.404 (5) | 26804 | D | |
Common Stock | 2/24/2021 | | S | | 3200 | D | $104.5744 (6) | 23604 | D | |
Common Stock | 2/24/2021 | | S | | 10113 | D | $105.5596 (7) | 13491 | D | |
Common Stock | 2/24/2021 | | S | | 1587 | D | $106.1186 (8) | 11904 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Option (right to buy) | $25.51 (2) | 2/24/2021 | | M | | | 11802 (2) | (9) | 4/28/2021 | Common Stock | 11802 (2) | $0.00 | 0 (2) | D | |
Stock Option (right to buy) | $25.87 (4) | 2/24/2021 | | M | | | 5620 (4) | (9) | 5/14/2021 | Common Stock | 5620 (4) | $0.00 | 0 (4) | D | |
Explanation of Responses: |
(1) | 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 5,901 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 11,802 shares of Common Stock. |
(2) | This option was previously reported as an option for 5,901 shares of Common stock at an exercise price of $51.01 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019. |
(3) | 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 2,810 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 5,620 shares of Common Stock. |
(4) | This option was previously reported as an option for 2,810 shares of Common stock at an exercise price of $51.74 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019. |
(5) | Reflects the weighted average price of 2,522 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 24, 2021 with sales prices ranging from $102.90 to $103.88 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. |
(6) | Reflects the weighted average price of 3,200 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 24, 2021 with sales prices ranging from $104.03 to $104.93 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. |
(7) | Reflects the weighted average price of 10,113 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 24, 2021 with sales prices ranging from $105.03 to $106.01 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. |
(8) | Reflects the weighted average price of 1,587 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 24, 2021 with sales prices ranging from $106.04 to $106.45 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. |
(9) | Fully vested. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ramsey James Burr 333 SOUTH SEVENTH STREET SUITE 1000 MINNEAPOLIS, MN 55402 | X |
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Signatures
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/s/ Jonathan R. Zimmerman, Attorney-in-Fact for James B. Ramsey | | 2/26/2021 |
**Signature of Reporting Person | Date |
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