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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SPS COMMERCE INC [ SPSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/29/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/29/2013 | M | 3,817 | A | $0.3745 | 16,386 | D | |||
Common Stock | 10/29/2013 | S(1) | 3,416 | D | $75.2994(2) | 12,970 | D | |||
Common Stock | 10/29/2013 | S(1) | 401 | D | $75.8731(3) | 12,569 | D | |||
Common Stock | 10/30/2013 | M | 2,858 | A | $0.3745 | 15,427 | D | |||
Common Stock | 10/30/2013 | M | 3,027 | A | $12 | 18,454 | D | |||
Common Stock | 10/30/2013 | S(1) | 2,460 | D | $72.6318(4) | 15,994 | D | |||
Common Stock | 10/30/2013 | S(1) | 2,766 | D | $73.2915(5) | 13,228 | D | |||
Common Stock | 10/30/2013 | S(1) | 559 | D | $74.1909(6) | 12,669 | D | |||
Common Stock | 10/30/2013 | S(1) | 100 | D | $75.16(7) | 12,569 | D | |||
Common Stock | 10/31/2013 | M | 11,013 | A | $12 | 23,582 | D | |||
Common Stock | 10/31/2013 | S(1) | 2,989 | D | $68.4843(8) | 20,593 | D | |||
Common Stock | 10/31/2013 | S(1) | 3,771 | D | $69.6839(9) | 16,822 | D | |||
Common Stock | 10/31/2013 | S(1) | 3,600 | D | $70.8395(10) | 13,222 | D | |||
Common Stock | 10/31/2013 | S(1) | 653 | D | $71.5273(11) | 12,569 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (right to buy) | $0.3745 | 10/29/2013 | M | 3,817 | (12) | 03/31/2016 | Commmon Stock | 3,817 | $0.00 | 2,858 | D | ||||
Employee Stock Option (right to buy) | $0.3745 | 10/30/2013 | M | 2,858 | (12) | 03/31/2016 | Common Stock | 2,858 | $0.00 | 0 | D | ||||
Employee Stock Option (right to buy) | $12 | 10/30/2013 | M | 3,027 | (13) | 04/26/2020 | Common Stock | 3,027 | $0.00 | 53,043 | D | ||||
Employee Stock Option (right to buy) | $12 | 10/31/2012 | M | 11,013 | (13) | 04/26/2020 | Common Stock | 11,013 | $0.00 | 42,030 | D |
Explanation of Responses: |
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b-5 trading plan adopted by the reporting person. |
2. Reflects the weighted average price of 3,416 shares of common stock of SPS Commerce, Inc. sold by the reporting person in multiple transactions on 10/29/2013 with sale prices ranging from $74.58 to $75.55 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
3. Reflects the weighted average price of 401 shares of common stock of SPS Commerce, Inc. sold by the reporting person in multiple transactions on 10/29/2013 with sale prices ranging from $75.58 to $76.24 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
4. Reflects the weighted average price of 2,460 shares of common stock of SPS Commerce, Inc. sold by the reporting person in multiple transactions on 10/30/2013 with sale prices ranging from $71.95 to $72.92 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
5. Reflects the weighted average price of 2,766 shares of common stock of SPS Commerce, Inc. sold by the reporting person in multiple transactions on 10/30/2013 with sale prices ranging from $72.95 to $73.94 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
6. Reflects the weighted average price of 559 shares of common stock of SPS Commerce, Inc. sold by the reporting person in multiple transactions on 10/30/2013 with sale prices ranging from $73.96 to $74.46 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
7. Reflects the weighted average price of 100 shares of common stock of SPS Commerce, Inc. sold by the reporting person in multiple transactions on 10/30/2013 with sale prices ranging from $75.16 to $75.16 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
8. Reflects the weighted average price of 2,989 shares of common stock of SPS Commerce, Inc. sold by the reporting person in multiple transactions on 10/31/2013 with sale prices ranging from $68.13 to $69.10 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
9. Reflects the weighted average price of 3,771 shares of common stock of SPS Commerce, Inc. sold by the reporting person in multiple transactions on 10/31/2013 with sale prices ranging from $69.23 to $70.19 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
10. Reflects the weighted average price of 3,600 shares of common stock of SPS Commerce, Inc. sold by the reporting person in multiple transactions on 10/31/2013 with sale prices ranging from $70.25 to $71.21 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
11. Reflects the weighted average price of 653 shares of common stock of SPS Commerce, Inc. sold by the reporting person in multiple transactions on 10/31/2013 with sale prices ranging from $71.27 to $71.63 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
12. Fully vested. |
13. This option vests as to (i) 1/4th of the shares subject to this option on May 1, 2011 and (ii) 1/36th of the remaining shares subject to this option on the 1st day of each month, commencing on June 1, 2011. |
Remarks: |
/s/ Matthew R. Kuhn, attorney-in-fact | 10/31/2013 | |
** 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. |