X0203 3 2010-04-21 0 0001092699 SPS COMMERCE INC SPSC 0001295357 Split Rock Partners LLC 10400 VIKING DR SUITE 550 EDEN PRAIRIE MN 55344 0 0 1 0 0001039498 SPVC AFFILIATES FUND I, LLC 10400 VIKING DR STE 550 EDEN PRAIRIE MN 55344 0 0 1 0 0001258187 SPVC IV, LLC 10400 VIKING DR STE 550 EDEN PRAIRIE MN 55344 0 0 1 0 0001258188 SPVC V, LLC 10400 VIKING DR STE 550 EDEN PRAIRIE MN 55344 0 0 1 0 0001258189 SPVC VI, LLC 10400 VIKING DR STE 550 EDEN PRAIRIE MN 55344 0 0 1 0 Common Stock 182 I By SPVC Affiliates Fund I, LLC Common Stock 5671 I By SPVC IV, LLC Common Stock 791 I By SPVC V, LLC Series A Convertible Preferred Stock 0 Common Stock 2829 I By SPVC Affiliates Fund I, LLC Series A Convertible Preferred Stock 0 Common Stock 57183 I By SPVC IV, LLC Series A Convertible Preferred Stock 0 Common Stock 101705 I By SPVC V, LLC Series A Convertible Preferred Stock 0 Common Stock 39547 I By SPVC VI, LLC Series B Convertible Preferred Stock 0 Common Stock 1121769 I By SPVC VI, LLC Series C Convertible Preferred Stock 0 Common Stock 125156 I By SPVC VI, LLC 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. 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. 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. Each share of Series A, Series B and Series C Convertible Preferred Stock is convertible at any time at the option of the holder, and will convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering. The securities do not have an expiration date. The securities will convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering. 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. SPLIT ROCK PARTNERS, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer 2010-04-21 SPVC AFFILIATES FUND I, LLC, By Split Rock Partners, LLC, its Co-Manager, By: /s/ Steven L.P. Schwen, Chief Financial Officer 2010-04-21 SPVC IV, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer 2010-04-21 SPVC V, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer 2010-04-21 SPVC VI, LLC, By: SPVC Management VI, LLC, its Managing Member, By: /s/ Steven L.P. Schwen, Chief Financial Officer 2010-04-21