-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NbLJAnB84sVB8ZwoMp/F8RDuiL6c64+FCu4m0rUaNT6680L+N0i8X9MhSgoRehR4 b34Jq/NT8Hpr1bRV1LiaTg== 0001209191-10-024423.txt : 20100429 0001209191-10-024423.hdr.sgml : 20100429 20100429201933 ACCESSION NUMBER: 0001209191-10-024423 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100427 FILED AS OF DATE: 20100429 DATE AS OF CHANGE: 20100429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilson Murray R. CENTRAL INDEX KEY: 0001489100 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34702 FILM NUMBER: 10783583 MAIL ADDRESS: STREET 1: C/O RIVER CITIES CAPITAL FUND STREET 2: 221 EAST FOURTH STREET, SUITE 2400 CITY: CINCINNATI STATE: OH ZIP: 45202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SPS COMMERCE INC CENTRAL INDEX KEY: 0001092699 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411593154 BUSINESS ADDRESS: STREET 1: 333 SOUTH SEVENTH STREET STREET 2: SUITE 1000 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-435-9400 MAIL ADDRESS: STREET 1: 333 SOUTH SEVENTH STREET STREET 2: SUITE 1000 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-04-27 0 0001092699 SPS COMMERCE INC SPSC 0001489100 Wilson Murray R. C/O RIVER CITIES CAPITAL FUND 221 EAST FOURTH STREET, SUITE 2400 CINCINNATI OH 45202 1 0 1 0 Common Stock 7032 I By River Cities Capital Fund II Limited Partnership Common Stock 2010-04-27 4 C 0 664754 A 671786 I By River Cities Capital Fund II Limited Partnership Common Stock 2010-04-27 4 S 0 134357 11.16 D 537429 I By River Cities Capital Fund II Limited Partnership Common Stock 2010-04-27 4 C 0 1264934 A 1264934 I By River Cities SBIC III, L.P. Common Stock 2010-04-27 4 S 0 252987 11.16 D 1011947 I By River Cities SBIC III, L.P. Series A Convertible Preferred Stock 2010-04-27 4 C 0 5516 0.00 D Common Stock 5516 0 I By River Cities Capital Fund II Limited Partnership Series B Convertible Preferred Stock 2010-04-27 4 C 0 592488 0.00 D Common Stock 592488 0 I By River Cities Capital Fund II Limited Partnership Series C Convertible Preferred Stock 2010-04-27 4 C 0 66750 0.00 D Common Stock 66750 0 I By River Cities Capital Fund II Limited Partnership Series A Convertible Preferred Stock 2010-04-27 4 C 0 10387 0.00 D Common Stock 10387 0 I By River Cities SBIC III, L.P. Series B Convertible Preferred Stock 2010-04-27 4 C 0 694265 0.00 D Common Stock 694265 0 I By River Cities SBIC III, L.P. Series C Convertible Preferred Stock 2010-04-27 4 C 0 560282 0.00 D Common Stock 560282 0 I By River Cities SBIC III, L.P. Stock Option (Right to Buy) 12.00 2010-04-27 4 A 0 16020 0.00 A 2020-04-26 Common Stock 16020 16020 D Represents securities held directly by River Cities Capital Fund II Limited Partnership. Mayson II, Inc. is the general partner of River Cities Management II, L.P., the general partner of River Cities Capital Fund II Limited Partnership. The reporting person is a special consultant to River Cities Management II, L.P. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The securities converted into the Issuer's Common Stock at a rate of one-for-one. Represents securities held directly by River Cities SBIC III, L.P., which is managed by RCCF Management, Inc. The reporting person is a special consultant to RCCF Management, Inc. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The securities do not have an expiration date. Each share of Series A, Series B and Series C Convertible Preferred Stock automatically converted into shares of Common Stock in connection with the closing of the Issuer's initial public offering on April 27, 2010. Prior to its conversion into the Issuer's Common Stock, the Series A, Series B and Series C Convertible Preferred Stock was convertible at any time at the option of the holder. This Option vests as to 1/36th of the Shares subject to this Option upon completion of each additional month of service commencing on May 27, 2010. The reporting person holds this Option for the sole benefit of River Cities Capital Fund II Limited Partnership and River Cities SBIC III, L.P. /s/ Ryan R. Miske, attorney-in-fact 2010-04-29 -----END PRIVACY-ENHANCED MESSAGE-----