Statement of Changes in Beneficial Ownership (4)
February 21 2023 - 05:05PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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)
President & COO |
|
(Last)
(First)
(Middle)
333 SOUTH SEVENTH STREET, SUITE 1000 |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/16/2023
|
|
(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 |
2/16/2023 |
|
A |
|
11810 (1) |
A |
$0.00 |
47194 |
D |
|
|
Common Stock |
2/17/2023 |
|
M(2) |
|
6286 |
A |
$54.54 |
53480 |
D |
|
|
Common Stock |
2/17/2023 |
|
M(2) |
|
9432 (3)(4) |
A |
$27.34 (3)(4) |
62912 |
D |
|
|
Common Stock |
2/17/2023 |
|
S(2) |
|
700 |
D |
$149.5963 (5) |
62212 |
D |
|
|
Common Stock |
2/17/2023 |
|
S(2) |
|
2495 |
D |
$150.7423 (6) |
59717 |
D |
|
|
Common Stock |
2/17/2023 |
|
S(2) |
|
8480 |
D |
$151.6807 (7) |
51237 |
D |
|
|
Common Stock |
2/17/2023 |
|
S(2) |
|
4765 |
D |
$152.4014 (8) |
46472 |
D |
|
|
Common Stock |
2/17/2023 |
|
S(2) |
|
728 |
D |
$153.2758 (9) |
45744 |
D |
|
|
Common Stock |
|
|
|
|
|
|
|
376.796 |
I |
By 401(k) Plan |
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) |
$54.54 |
2/17/2023 |
|
M (2) |
|
|
6286 |
(10) |
2/19/2026 |
Common Stock |
6286 |
$0.00 |
3772 |
D |
|
|
Employee Stock Option (right to
buy) |
$27.34 (4) |
2/17/2023 |
|
M (2) |
|
|
9432 (4) |
(11) |
2/13/2025 |
Common Stock |
9432 (4) |
$0.00 |
28290 (4) |
D |
|
| Explanation of
Responses: |
| (1) |
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). |
| (2) |
Stock option exercise and
sales effected pursuant to a Rule 10b5-1 trading plan adopted by
the reporting person on June 10, 2022. |
| (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 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. |
| (4) |
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. |
| (5) |
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. |
| (6) |
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. |
| (7) |
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. |
| (8) |
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. |
| (9) |
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. |
| (10) |
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). |
| (11) |
Fully vested. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Frome James J.
333 SOUTH SEVENTH STREET
SUITE 1000
MINNEAPOLIS, MN 55402 |
|
|
President & COO |
|
Signatures
|
|
/s/ Jonathan R. Zimmerman, attorney-in-fact for
James J. Frome |
|
2/21/2023 |
| **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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