SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Wilson Murray R. (Last) (First) (Middle) C/O RIVER CITIES CAPITAL FUND 221 EAST FOURTH STREET, SUITE 2400 (Street) CINCINNATI OH 45202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/21/2010	3. Issuer Name and Ticker or Trading Symbol SPS COMMERCE INC [ SPSC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,032	I	By River Cities Capital Fund II Limited Partnership(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(2)	(3)	Common Stock	5,516	0.00(2)	I	By River Cities Capital Fund II Limited Partnership(1)
Series B Convertible Preferred Stock	(2)	(3)	Common Stock	592,488	0.00(2)	I	By River Cities Capital Fund II Limited Partnership(1)
Series C Convertible Preferred Stock	(2)	(3)	Common Stock	66,750	0.00(2)	I	By River Cities Capital Fund II Limited Partnership(1)
Series A Convertible Preferred Stock	(2)	(3)	Common Stock	10,387	0.00(2)	I	By River Cities SBIC III, L.P.(4)
Series B Convertible Preferred Stock	(2)	(3)	Common Stock	694,265	0.00(2)	I	By River Cities SBIC III, L.P.(4)
Series C Convertible Preferred Stock	(2)	(3)	Common Stock	560,282	0.00(2)	I	By River Cities SBIC III, L.P.(4)

Explanation of Responses:

1. Represents securities held directly by River Cities Capital Fund II Limited Partnership. Mayson II, Inc. is the general partner of River Cities Management II, L.P., the general partner of River Cities Capital Fund II Limited Partnership. The reporting person is a special consultant to River Cities Management II, L.P. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person 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 the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. 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 automatically convert 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.

3. The securities do not have an expiration date. The securities will automatically convert 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.

4. Represents securities held directly by River Cities SBIC III, L.P., which is managed by RCCF Management, Inc. The reporting person is a special consultant to RCCF Management, Inc. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person 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 the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Ryan R. Miske, attorney-in-fact	04/21/2010
	** 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 5 (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.
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POWER OF ATTORNEY

	I, Murray R. Wilson, hereby authorize and designate each of Andrew G. Humphrey,
Jonathan R. Zimmerman, Matthew Kuhn, Ryan R. Miske, James R. DeBuse and Corinne
Lawson signing singly, as my true and lawful attorney-in-fact to:

	(1)	execute for and on my behalf, in my capacity as an officer, director and/or
greater than 10% stockholder of SPS Commerce, Inc. (the "Company"), Forms ID, 3,
4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
(the "Exchange Act") and the rules and regulations promulgated thereunder;

	(2)	do and perform any and all acts for and on my behalf which may be necessary
or desirable to complete and execute any such Form ID, 3, 4 or 5 and timely file
such form with the Securities and Exchange Commission, and any stock exchange or
similar authority; and

	(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be to my benefit,
in my best interest, or legally required of me, it being understood that the
statements executed by such attorney-in-fact on my behalf pursuant to this Power
of Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.

	I hereby further grant to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.  I hereby acknowledge that the foregoing attorneys-in-fact, in serving
in such capacity at my request, are not assuming, nor is the Company or any such
attorney-in-fact's substitute or substitutes assuming, any of my
responsibilities to comply with Section 16 of the Exchange Act.

	This Power of Attorney shall remain in full force and effect until I am no
longer required to file Forms ID, 3, 4 and 5 with respect to my holdings of and
transactions in securities issued by the Company, unless earlier revoked by me
in a signed writing delivered to the foregoing attorneys-in-fact.
Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to
be at least one of the following: (i) a partner of Faegre & Benson LLP, or (ii)
an employee of Faegre & Benson LLP, this Power of Attorney shall be
automatically revoked solely as to such individual, immediately upon such
cessation, without any further action on my part.

	I hereby revoke all previous Powers of Attorney that may have been granted by
me in connection with my reporting obligations, if any, under Section 16 of the
Exchange Act with respect to my holdings of and transactions in securities
issued by the Company.

	IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as
of this 4th day of April, 2010.

		/s/ Murray R. Wilson