Sec Form 4 Filing - Black Archie C. @ SPS COMMERCE INC - 2020-02-19

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 Black Archie C. 2. Issuer Name and Ticker or Trading Symbol SPS COMMERCE INC [ SPSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 333 SOUTH SEVENTH STREET, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2020 (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 02/19/2020 M( 1 ) 22,608 ( 2 ) ( 3 ) A $ 27.85 ( 2 ) ( 3 ) 159,296 D Common Stock 02/19/2020 S( 1 ) 20,208 D $ 59.5313 ( 4 ) 139,088 D Common Stock 02/19/2020 S( 1 ) 2,400 D $ 60.3731 ( 5 ) 136,688 D Common Stock 02/20/2020 M( 1 ) 5,026 ( 2 ) ( 3 ) A $ 27.85 ( 2 ) ( 3 ) 141,714 D Common Stock 02/20/2020 S( 1 ) 28,992 D $ 57.0174 ( 6 ) 112,722 D Common Stock 02/20/2020 S( 1 ) 14,138 D $ 57.8014 ( 7 ) 98,584 D Common Stock 02/20/2020 S( 1 ) 5,026 D $ 59.1639 ( 8 ) 93,558 D Common Stock 02/21/2020 A 26,951 ( 9 ) A $ 0 120,509 D Common Stock 400 I By Son-I Common Stock 400 I By Son-II Common Stock 400 I By Son-III Common Stock 400 I By Son-IV Common Stock 239.057 I By 401(k) Plan

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) $ 27.85 ( 3 ) 02/19/2020 M( 1 ) 22,608 ( 3 ) ( 10 ) 02/14/2024 Common Stock 22,608 ( 3 ) $ 0 56,078 ( 3 ) D Employee Stock Option (right to buy) $ 27.85 ( 3 ) 02/20/2020 M( 1 ) 5,026 ( 10 ) 02/14/2024 Common Stock 5,026 ( 3 ) $ 0 51,052 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Black Archie C. 333 SOUTH SEVENTH STREET SUITE 1000 MINNEAPOLIS, MN55402 X CEO Signatures /s/ Jonathan R. Zimmerman, attorney-in-fact for Archie C. Black 02/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Stock option exercise and sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 6, 2019. ( 2 )On July 25, 2019, the Issuer announced that its board of directors declared a two-for-one stock split of the Common Stock of the Issuer, effected in the form of a 100 percent stock dividend as of the record date on August 8, 2019. The stock split dividend was distributed on August 22, 2019, and at that time pursuant to anti-dilution provisions of the Issuer's 2010 Equity Incentive Plan, an option for 39,343 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 78,686 shares of Common Stock. ( 3 )This option was previously reported as an option for 39,343 shares of Common stock at an exercise price of $55.70 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019. ( 4 )Reflects the weighted average price of 20,208 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 19, 2020 with sales prices ranging from $59.10 to $60.09 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 purchased or sold at each separate price. ( 5 )Reflects the weighted average price of 2,400 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 19, 2020 with sales prices ranging from $60.17 to $60.75 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 purchased or sold at each separate price. ( 6 )Reflects the weighted average price of 28,992 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2020 with sales prices ranging from $56.68 to $57.66 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 purchased or sold at each separate price. ( 7 )Reflects the weighted average price of 14,138 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2020 with sales prices ranging from $57.68 to $58.13 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 purchased or sold at each separate price. ( 8 )Reflects the weighted average price of 5,026 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2020 with sales prices ranging from $59.03 to $59.64 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 purchased or sold at each separate price. ( 9 )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 21, 2021. The remaining units vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 21, 2021). ( 10 )Options vest as to 25% of the shares on February 14, 2018. The remaining shares vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 14, 2018).

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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