Sec Form 4 Filing - Nelson Kimberly K. @ SPS COMMERCE INC - 2015-02-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Nelson Kimberly K.
2. Issuer Name and Ticker or Trading Symbol
SPS COMMERCE INC [ SPSC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last) (First) (Middle)
333 SOUTH SEVENTH STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
02/06/2015
(Street)
MINNEAPOLIS, MN55402
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/06/2015 M 10,000 A $ 3.0337 26,837 D
Common Stock 02/06/2015 S( 1 ) 10,000 D $ 66 16,837 D
Common Stock 02/09/2015 A 6,691 ( 2 ) A $ 0 23,528 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 3.0337 02/06/2015 M 10,000 ( 3 ) 11/27/2017 Common Stock 10,000 $ 0 33,494 D
Employee Stock Option (right to buy) $ 67.1 02/09/2015 A 19,291 ( 4 ) 02/09/2022 Common Stock 19,291 $ 0 19,291 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nelson Kimberly K.
333 SOUTH SEVENTH STREET
SUITE 1000
MINNEAPOLIS, MN55402
EVP & CFO
Signatures
/s/ James R. DeBuse, attorey-in-fact 02/10/2015
Signature of Reporting Person Date
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 on May 5, 2014.
( 2 )This reflects a restricted stock unit award. Each restricted stock unit represents a contingent right to receive one share of SPS Commerce, Inc. common stock. RSUs vest as to 25% of the units on February 9, 2016. The remaining units vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on the March 9, 2016).
( 3 )Fully vested.
( 4 )Options vest as to 25% of the shares on February 9, 2016. The remaining shares vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 9, 2016).

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).

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