-----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, Mb5HYshgs9U7xyNPvDevQxbEFkdiewludO7vDoz0tIV9Ho0vN2a5MEBO9SdyIbnH odJj69Z77FllptGNRt5/ug== 0001104659-11-006330.txt : 20110210 0001104659-11-006330.hdr.sgml : 20110210 20110210155016 ACCESSION NUMBER: 0001104659-11-006330 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110210 DATE AS OF CHANGE: 20110210 GROUP MEMBERS: SPVC VI, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPS COMMERCE INC CENTRAL INDEX KEY: 0001092699 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411593154 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85857 FILM NUMBER: 11592365 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Split Rock Partners LLC CENTRAL INDEX KEY: 0001295357 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10400 VIKING DR STREET 2: SUITE 550 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 952- 995-7474 MAIL ADDRESS: STREET 1: 10400 VIKING DR STREET 2: SUITE 550 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 SC 13G 1 a11-5617_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

SPS Commerce, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

78463M 10 7

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.  78463M 10 7

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

Split Rock Partners, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*
Not Applicable

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware limited liability company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,313,801 (see Item 4)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,313,801 (see Item 4)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,313,801 (see Item 4)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
11.2%

 

 

12

Type of Reporting Person*
OO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

2


 

CUSIP No.  78463M 10 7

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

SPVC VI, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*
Not Applicable

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware limited liability company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,162,275 (see Item 4)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,162,275 (see Item 4)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,162,275 (see Item 4)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
9.9%

 

 

12

Type of Reporting Person*
OO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

3


 

Item 1(a).

Name of Issuer:
The name of the issuer is SPS Commerce, Inc. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:
The address of the principal executive offices of the Issuer is 333 South Seventh Street, Suite 1000, Minneapolis, MN 55402.

 

Item 2(a).

Name of Persons Filing:
Split Rock Partners, LLC (“Split Rock”) and SPVC VI, LLC (“SPVC VI”).  Split Rock and SPVC VI are collectively referred to herein as the “Reporting Persons”.

Item 2(b).

Address of Principal Business Office:
The principal business address of each of the Reporting Persons is 10400 Viking Drive, Suite 550, Eden Prairie, MN 55344.

Item 2(c).

Citizenship:
Each of the Reporting Persons is a Delaware limited liability company.

Item 2(d).

Title of Class of Securities:
The class of equity securities to which this Statement relates is the common stock of the Issuer (the “Common Stock”).

Item 2(e).

CUSIP Number:
The CUSIP number of the Common Stock is 78463M 10 7.

 

Item 3.

If this statement is filed pursuant to §240.13d-1(b), or §240.13d-2(b) or (c), check whether the filing person is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

4


 

Item 4.

Ownership:

 

(a)

Amount beneficially owned:   

SPVC VI is the record owner of 1,157,825 shares of Common Stock of the Issuer.  SPVC V, LLC (“SPVC V”) is the record owner of 92,247 shares of Common Stock of the Issuer.  SPVC IV, LLC (“SPVC IV”) is the record owner of 56,569 shares of Common Stock of the Issuer.  SPVC Affiliates Fund I, LLC (“SPVC Affiliates”) is the record owner of 2,710 shares of Common Stock of the Issuer.  Michael Gorman, a managing director of Split Rock, is the record owner of an option to purchase 16,020 shares of Common Stock of the Issuer, of which 4,450 shares are exercisable within 60 days.  Pursuant to a letter agreement with SPVC VI, Mr. Gorman holds the option for the sole benefit of SPVC VI.  SPVC VI, SPVC V, SPVC IV and SPVC Affiliates are jointly managed by Split Rock and Vesbridge Partners, LLC; however, voting and investment power over the shares has been delegated solely to Split Rock.  Split Rock has delegated all voting and investment power with respect to the shares to three individuals, who require a two-thirds vote to act.  Thus, SPVC VI may be deemed to own beneficially 1,162,275 shares of Common Stock of the Issuer, including 1,157,825 shares held of record by SPVC VI, and 4,450 shares issuable upon exercise of an option exercisable within 60 days held by Mr. Gorman. Split Rock may be deemed to own beneficially 1,313,801 shares of Common Stock of the Issuer, including 1,157,825 shares held of record by SPVC VI, 92,247 shares held of record by SPVC V, 56,569 shares held of record by SPVC IV, 2,710 shares held of record by SPVC Affiliates, and 4,450 shares issuable upon exercise of an option exercisable within 60 days held by Mr. Gorman.

 

The filing of this Statement shall not be construed as an admission that Split Rock is the beneficial owner of any securities covered by this Statement.

 

(b)

Percent of class:   

Split Rock:  11.2%, and SPVC VI:  9.9%.  The foregoing percentages are calculated based on the 11,727,743 shares of Common Stock represented to be outstanding by the Issuer upon completion of an equity financing completed on December 8, 2010.

 

(c)

Number of shares as to which Split Rock has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

1,313,801

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

1,313,801

 

 

Number of shares as to which SPVC VI has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote     

1,162,275

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

1,162,275

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group:

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group:

 

Not Applicable.

 

 

5


 

Item 10.

Certifications:

 

Not Applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: February 10, 2011.

 

 

 

 

 

 

 

 

SPLIT ROCK PARTNERS, LLC

 

 

 

 

 

 

 

 

 

By:

/s/ Steven L.P. Schwen

 

 

 

Steven L.P. Schwen

 

 

Its:

Chief Financial Officer

 

 

 

 

 

 

 

 

 

SPVC VI, LLC

 

 

 

 

 

 

 

 

 

By:

/s/ Steven L.P. Schwen

 

 

 

Steven L.P. Schwen

 

 

Its:

Chief Financial Officer

 

 

6

 EX-99.I 2 a11-5617_1ex99di.htm EX-99.I

EXHIBIT I

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the undersigned of shares of Common Stock of SPS Commerce, Inc.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

Date:  February 10, 2011.

 

 

 

 

 

SPLIT ROCK PARTNERS, LLC

 

 

 

 

 

 

 

By:

 

/s/ Steven L.P. Schwen

 

 

 

 

 

Steven L.P. Schwen

 

 

 

Its:

 

Chief Financial Officer

 

 

 

 

 

SPVC VI, LLC

 

 

 

 

 

 

 

By:

 

/s/ Steven L.P. Schwen

 

 

 

 

 

Steven L.P. Schwen

 

 

 

Its:

 

Chief Financial Officer

 

 

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