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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
ADAMS STREET PARTNERS LLC

(Last) (First) (Middle)
ONE NORTH WACKER DRIVE
SUITE 2200

(Street)
CHICAGO IL 60606-2823

(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)
Code V Amount (A) or (D) Price
Common Stock 23,441 I By BVCF IV, L.P.(1)
Common Stock 04/27/2010 C 1,458,650 A (2) 1,482,091 I By BVCF IV, L.P.(1)
Common Stock 04/27/2010 S 140,824 D $11.16 1,341,267 I By BVCF IV, L.P.(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (2) 04/27/2010 C 211,769 (3) (3) Common Stock 211,769 $0.00 0 I By BVCF IV, L.P.(1)
Series B Convertible Preferred Stock (2) 04/27/2010 C 1,180,131 (3) (3) Common Stock 1,180,131 $0.00 0 I By BVCF IV, L.P.(1)
Series C Convertible Preferred Stock (2) 04/27/2010 C 66,750 (3) (3) Common Stock 66,750 $0.00 0 I By BVCF IV, L.P.(1)
Stock Option (Right to Buy) $12 04/27/2010 A 16,020 (4) 04/26/2020 Common Stock 16,020 $0.00 16,020 I By George H. Spencer, III(5)
1. Name and Address of Reporting Person*
ADAMS STREET PARTNERS LLC

(Last) (First) (Middle)
ONE NORTH WACKER DRIVE
SUITE 2200

(Street)
CHICAGO IL 60606-2823

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BVCF IV LP

(Last) (First) (Middle)
ONE NORTH WACKER DRIVE
SUITE 2200

(Street)
CHICAGO IL 60606-2823

(City) (State) (Zip)
Explanation of Responses:
1. Represents securities held directly by BVCF IV, L.P. Adams Street Partners, LLC, the sole general partner of BVCF IV, L.P., is deemed to have sole voting and investment power over the shares. Adams Street 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 Adams Street Partners, LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. The securities converted into the Issuer's Common Stock at a rate of one-for-one.
3. 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.
4. 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.
5. This Option is held by George H. Spencer, III for the sole benefit of BVCF IV, L.P. Adams Street Partners, LLC, the sole general partner of BVCF IV, L.P., is deemed to have sole voting and investment power over the shares. Adams Street 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 Adams Street Partners, LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Adams Street Partners, LLC - Sara A. Robinson - Vice President 04/30/2010
BVCF IV, L.P. By: Adams Street Partners, LLC, its general partner - Sara A. Robinson - Vice President 04/30/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.