Sec Form 4 Filing - Frome James J. @ SPS COMMERCE INC - 2021-02-26

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 Frome James J. 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 & Chief Operating Officer (Last) (First) (Middle) 333 SOUTH SEVENTH STREET, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2021 (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 02/26/2021 M( 1 ) 6,124 A $ 27.85 67,023 D Common Stock 02/26/2021 M( 1 ) 10,056 ( 2 ) ( 3 ) A $ 54.54 ( 2 ) ( 3 ) 77,079 D Common Stock 02/26/2021 M( 1 ) 28,290 ( 4 ) ( 5 ) A $ 27.37 ( 4 ) ( 5 ) 105,369 D Common Stock 02/26/2021 S( 1 ) 2,400 D $ 99.5807 ( 6 ) 102,969 D Common Stock 02/26/2021 S( 1 ) 38,771 D $ 101.1028 ( 7 ) 64,198 D Common Stock 02/26/2021 S( 1 ) 15,066 D $ 101.8973 ( 8 ) 49,132 D Common Stock 02/26/2021 S( 1 ) 2,632 D $ 103.1753 ( 9 ) 46,500 D Common Stock 02/26/2021 S( 1 ) 802 D $ 103.7128 ( 10 ) 45,698 D Common Stock 03/01/2021 S( 1 ) 500 D $ 100.566 ( 11 ) 45,198 D Common Stock 03/01/2021 S( 1 ) 933 D $ 101.6977 ( 12 ) 44,265 D Common Stock 03/01/2021 S( 1 ) 3,979 D $ 102.62 ( 13 ) 40,286 D Common Stock 03/01/2021 S( 1 ) 1,323 D $ 103.3418 ( 14 ) 38,963 D Common Stock 336.402 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 02/26/2021 M( 1 ) 6,124 ( 15 ) 02/14/2024 Common Stock 6,124 $ 0 0 D Employee Stock Option (right to buy) $ 54.54 ( 3 ) 02/26/2021 M( 1 ) 10,056 ( 3 ) ( 16 ) 02/19/2026 Common Stock 10,056 ( 3 ) $ 0 10,058 ( 3 ) D Employee Stock Option (right to buy) $ 27.37 ( 5 ) 02/26/2021 M( 1 ) 28,290 ( 5 ) ( 17 ) 02/13/2025 Common Stock 28,290 ( 5 ) $ 0 9,432 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Frome James J. 333 SOUTH SE VENTH STREET SUITE 1000 MINNEAPOLIS, MN55402 EVP & Chief Operating Officer Signatures /s/ Jonathan R. Zimmerman, attorney-in-fact for James J. Frome 03/02/2021 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 December 11, 2020. ( 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 10,057 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 20,114 shares of Common Stock. ( 3 )This option was previously reported as an option for 10,057 shares of Common stock at an exercise price of $109.07 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019. ( 4 )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 18,861 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 37,722 shares of Common Stock. ( 5 )This option was previously reported as an option for 18,861 shares of Common stock at an exercise price of $54.68 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019. ( 6 )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 26, 2021 with sales prices ranging from $99.5800 to $99.5814 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 38,771 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 26, 2021 with sales prices ranging from $100.62 to $101.61 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 15,066 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 26, 2021 with sales prices ranging from $101.62 to $102.45 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 )Reflects the weighted average price of 2,632 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 26, 2021 with sales prices ranging from $102.68 to $103.61 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. ( 10 )Reflects the weighted average price of 802 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 26, 2021 with sales prices ranging from $103.68 to $103.94 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 purchased or sold at each separate price. ( 11 )Reflects the weighted average price of 500 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on March 1, 2021 with sales prices ranging from $100.11 to $101.08 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. ( 12 )Reflects the weighted average price of 933 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on March 1, 2021 with sales prices ranging from $101.13 to $102.09 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. ( 13 )Reflects the weighted average price of 3,979 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on March 1, 2021 with sales prices ranging from $102.17 to $103.11 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. ( 14 )Reflects the weighted average price of 1,323 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on March 1, 2021 with sales prices ranging from $103.19 to $103.39 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. ( 15 )Fully vested. ( 16 )Options vest as to 25% of the shares on February 19, 2020. The remaining shares vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 19, 2020). ( 17 )Options vest as to 25% of the shares on February 13, 2019. The remaining shares vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 13, 2019).

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