SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Split Rock Partners LLC

(Last)

(First)

(Middle)

10400 VIKING DR

SUITE 550

(Street)

EDEN PRAIRIE

55344

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2010

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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								182	I	By SPVC Affiliates Fund I, LLC⁽²⁾
Common Stock	04/27/2010		C		2,829	A	⁽¹⁾	3,011	I	By SPVC Affiliates Fund I, LLC⁽²⁾
Common Stock	04/27/2010		S		301	D	$11.16	2,710	I	By SPVC Affiliates Fund I, LLC⁽²⁾
Common Stock								5,671	I	By SPVC IV, LLC⁽³⁾
Common Stock	04/27/2010		C		57,183	A	⁽¹⁾	62,854	I	By SPVC IV, LLC⁽³⁾
Common Stock	04/27/2010		S		6,285	D	$11.16	56,569	I	By SPVC IV, LLC⁽³⁾
Common Stock								791	I	By SPVC V, LLC⁽⁴⁾
Common Stock	04/27/2010		C		101,705	A	⁽¹⁾	102,496	I	By SPVC V, LLC⁽⁴⁾
Common Stock	04/27/2010		S		10,249	D	$11.16	92,247	I	By SPVC V, LLC⁽⁴⁾
Common Stock	04/27/2010		C		1,286,472	A	⁽¹⁾	1,286,472	I	By SPVC VI, LLC⁽⁵⁾
Common Stock	04/27/2010		S		128,647	D	$11.16	1,157,825	I	By SPVC VI, LLC⁽⁵⁾

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)
Series A Convertible Preferred	⁽¹⁾	04/27/2010		C			2,829	⁽⁶⁾	⁽⁶⁾	Common Stock	2,829	$0	0	I	By SPVC Affiliates Fund I, LLC⁽²⁾
Series A Convertible Preferred	⁽¹⁾	04/27/2010		C			57,183	⁽⁶⁾	⁽⁶⁾	Common Stock	57,183	$0	0	I	By SPVC IV, LLC⁽³⁾
Series A Convertible Preferred	⁽¹⁾	04/27/2010		C			101,705	⁽⁶⁾	⁽⁶⁾	Common Stock	101,705	$0	0	I	By SPVC V, LLC⁽⁴⁾
Series A Convertible Preferred	⁽¹⁾	04/27/2010		C			39,577	⁽⁶⁾	⁽⁶⁾	Common Stock	39,577	$0	0	I	By SPVC VI, LLC⁽⁵⁾
Series B Convertible Preferred	⁽¹⁾	04/27/2010		C			1,121,769	⁽⁶⁾	⁽⁶⁾	Common Stock	1,121,769	$0	0	I	By SPVC VI, LLC⁽⁵⁾
Series C Convertible Preferred	⁽¹⁾	04/27/2010		C			125,156	⁽⁶⁾	⁽⁶⁾	Common Stock	125,156	$0	0	I	By SPVC VI, LLC⁽⁵⁾
Nonstatutory Stock Option (right to buy)	$12	04/27/2010		A		16,020		⁽⁷⁾	04/26/2020	Common Stock	16,020	$0	16,020	I	By Michael Gorman⁽⁸⁾

1. Name and Address of Reporting Person^*

Split Rock Partners LLC

(Last)

(First)

(Middle)

10400 VIKING DR

SUITE 550

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SPVC AFFILIATES FUND I, LLC

(Last)

(First)

(Middle)

10400 VIKING DR

STE 550

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SPVC IV, LLC

(Last)

(First)

(Middle)

10400 VIKING DR

STE 550

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SPVC V, LLC

(Last)

(First)

(Middle)

10400 VIKING DR

STE 550

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SPVC VI, LLC

(Last)

(First)

(Middle)

10400 VIKING DR

STE 550

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The securities converted into the Issuer's Common Stock at a rate of one-for-one.

2. Represents securities held directly by SPVC Affiliates Fund I, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals who require a two-thirds vote to act. Split Rock Partners, LLC may be deemed to be an indirect beneficial owner of the reported securities. Split Rock Partners, LLC 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 any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Represents securities held directly by SPVC IV, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals who require a two-thirds vote to act. Split Rock Partners, LLC may be deemed to be an indirect beneficial owner of the reported securities. Split Rock Partners, LLC 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 any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. Represents securities held directly by SPVC V, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals who require a two-thirds vote to act. Split Rock Partners, LLC may be deemed to be an indirect beneficial owner of the reported securities. Split Rock Partners, LLC 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 any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. Represents securities held directly by SPVC VI, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals who require a two-thirds vote to act. Split Rock Partners, LLC may be deemed to be an indirect beneficial owner of the reported securities. Split Rock Partners, LLC 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 any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

6. The securities do not have an expiration date. Each share of Series A, Series B and Series C Convertible Preferred Stock converted automatically 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.

7. The shares will become exercisable in equal monthly installments over three years beginning May 27, 2010, so long as Michael Gorman remains a member of the board.

8. Pursuant to a letter agreement with SPVC VI, LLC, Michael Gorman holds this Option for the sole benefit of SPVC VI, LLC.

	SPLIT ROCK PARTNERS, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer	04/29/2010
	SPVC AFFILIATES FUND I, LLC, By: Split Rock Partners, LLC, its Co-Manager, By: /s/ Steven L.P. Schwen, Chief Financial Officer	04/29/2010
	SPVC IV, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer	04/29/2010
	SPVC V, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer	04/29/2010
	SPVC VI, LLC, By: SPVC Management VI, LLC, its Managing Member, By: /s/ Steven L.P. Schwen, Chief Financial Officer	04/29/2010
	** 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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