Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SORAN PHILIP

(Last)

(First)

(Middle)

333 SOUTH SEVENTH STREET

SUITE 1000

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/12/2024		M⁽¹⁾		3,285⁽²⁾⁽³⁾	A	$37.22⁽²⁾⁽³⁾	22,137	D
Common Stock	07/12/2024		S⁽¹⁾		3,285	D	$200.0564⁽⁴⁾	18,852	D
Common Stock	07/15/2024		M⁽¹⁾		895	A	$37.22	19,747	D
Common Stock	07/15/2024		S⁽¹⁾		895	D	$205.052⁽⁵⁾	18,852	D
Common Stock	07/16/2024		M⁽¹⁾		2,390	A	$37.22	21,242	D
Common Stock	07/16/2024		S⁽¹⁾		1,664	D	$205.483⁽⁶⁾	19,578	D
Common Stock	07/16/2024		S⁽¹⁾		726	D	$206.4932⁽⁷⁾	18,852	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$37.22⁽³⁾	07/12/2024		M⁽¹⁾			3,285⁽³⁾	⁽⁸⁾	05/31/2025	Common Stock	3,285⁽³⁾	$0	3,285⁽³⁾	D
Employee Stock Option (right to buy)	$37.22	07/15/2024		M⁽¹⁾			895	⁽⁸⁾	05/31/2025	Common Stock	895	$0	2,390	D
Employee Stock Option (right to buy)	$37.22	07/16/2024		M⁽¹⁾			2,390	⁽⁸⁾	05/31/2025	Common Stock	2,390	$0	0	D

Explanation of Responses:

1. Adoption date of referenced 10b5-1(c) plan is: 03/14/2024.

2. 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 3,285 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 6,570 shares of Common Stock.

3. This option was previously reported as an option for 3,285 shares of Common Stock at an exercise price of $74.43 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019.

4. Reflects the weighted average price of 3,285 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on July 12, 2024, with sales prices ranging from $200.00 to $200.36 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.

5. Reflects the weighted average price of 895 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on July 15, 2024, with sales prices ranging from $205.00 to $205.15 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 1,664 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on July 16, 2024, with sales prices ranging from $205.06 to $206.01 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.

7. Reflects the weighted average price of 726 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on July 16, 2024, with sales prices ranging from $206.06 to $207.00 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.

8. Fully vested.

	/s/ Jonathan Zimmerman, Attorney-in-Fact for Philip Soran	07/16/2024
	** 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).
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