0001104659-13-006713.txt : 20130201 0001104659-13-006713.hdr.sgml : 20130201 20130201105936 ACCESSION NUMBER: 0001104659-13-006713 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130201 DATE AS OF CHANGE: 20130201 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 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85857 FILM NUMBER: 13565168 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/A 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/A 1 a13-4056_2sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

SPS Commerce, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

78463M 10 7

(CUSIP Number)

December 31, 2012

(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
0 (see Item 4)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0 (see Item 4)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (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)
0.0%

 

 

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
0 (see Item 4)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0 (see Item 4)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (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)
0.0%

 

 

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:

Not Applicable.

 

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

 

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 1, 2013.

 

 

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 2 a13-4056_2ex99.htm EX-99

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 1, 2013.

 

 

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