Statement of Changes in Beneficial Ownership (4)
January 28 2022 - 4:15PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Black Archie C. |
2. Issuer Name and Ticker or Trading Symbol
SPS COMMERCE INC
[
SPSC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO |
(Last)
(First)
(Middle)
333 SOUTH SEVENTH STREET, SUITE 1000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/26/2022 |
(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 | 1/26/2022 | | A | | 22004 (1) | A | $0.00 | 87467 | D | |
Common Stock | 1/27/2022 | | S(2) | | 6512 | D | $113.6536 (3) | 80955 | D | |
Common Stock | 1/27/2022 | | S(2) | | 5667 | D | $114.5142 (4) | 75288 | D | |
Common Stock | 1/27/2022 | | S(2) | | 4532 | D | $115.5497 (5) | 70756 | D | |
Common Stock | 1/27/2022 | | S(2) | | 2097 | D | $116.6753 (6) | 68659 | D | |
Common Stock | 1/27/2022 | | S(2) | | 1796 | D | $117.5835 (7) | 66863 | D | |
Common Stock | 1/27/2022 | | S(2) | | 1400 | D | $118.7114 (8) | 65463 | D | |
Common Stock | | | | | | | | 400 | I | By Son I |
Common Stock | | | | | | | | 400 | I | By Son II |
Common Stock | | | | | | | | 400 | I | By Son III |
Common Stock | | | | | | | | 400 | I | By Son IV |
Common Stock | | | | | | | | 340.459 | I | By 401(k) Plan |
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 |
Explanation of Responses: |
(1) | On February 19, 2019, the reporting person was granted performance stock units ("PSUs"), with the number of PSUs earned to be determined based on the extent to which certain performance conditions were achieved for a three-year performance period of 2019-2021. As determined on January 26, 2022, based on actual performance, the reporting person earned the number of PSUs indicated, which PSUs were fully vested on that date. |
(2) | Sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 3, 2021. |
(3) | Reflects the weighted average price of 6,512 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on January 27, 2022 with sales prices ranging from $113.03 to $113.94 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. |
(4) | Reflects the weighted average price of 5,667 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on January 27, 2022 with sales prices ranging from $114.05 to $115.03 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. |
(5) | Reflects the weighted average price of 4,532 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on January 27, 2022 with sales prices ranging from $115.11 to $116.09 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. |
(6) | Reflects the weighted average price of 2,097 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on January 27, 2022 with sales prices ranging from $116.205 to $117.18 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. |
(7) | Reflects the weighted average price of 1,796 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on January 27, 2022 with sales prices ranging from $117.21 to $118.19 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 1,400 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on January 27, 2022 with sales prices ranging from $118.31 to $119.00 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Black Archie C. 333 SOUTH SEVENTH STREET SUITE 1000 MINNEAPOLIS, MN 55402 | X |
| CEO |
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Signatures
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/s/ Jonathan R. Zimmerman, Attorney-in-Fact for Archie C. Black | | 1/28/2022 |
**Signature of Reporting Person | Date |
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