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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Ramsey James Burr 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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
333 SOUTH SEVENTH STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)
8/5/2022
(Street)
MINNEAPOLIS, MN 55402
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  8/5/2022    M(1)    6792 (2)(3) A $26.14 (2)(3) 20470  D   
Common Stock  8/5/2022    M(1)    3 (4)(5) A $37.22 (4)(5) 20473  D   
Common Stock  8/5/2022    S(1)    803  D $127.271 (6) 19670  D   
Common Stock  8/5/2022    S(1)    3668  D $128.3534 (7) 16002  D   
Common Stock  8/5/2022    S(1)    2324  D $129.0921 (8) 13678  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Option (right to buy)  $26.14 (3) 8/5/2022    M (1)       6792 (3)   (9) 5/18/2023  Common Stock  6792 (3) $0.00  0 (3) D   
Stock Option (right to buy)  $37.22 (5) 8/5/2022    M (1)       3 (5)   (9) 5/31/2025  Common Stock  3 (5) $0.00  6567 (5) D   

Explanation of Responses:
(1)  Stock option exercise and sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2022.
(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 3,396 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 6,792 shares of Common Stock.
(3)  This option was previously reported as an option for 3,396 shares of Common stock at an exercise price of $52.27 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 3,285 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 6,570 shares of Common Stock.
(5)  This option was previously reported as an option for 3,285 shares of Common stock at an exercise price of $74.43 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 803 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on August 5, 2022 with sales prices ranging from $126.73 to $127.61 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.
(7)  Reflects the weighted average price of 3,668 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on August 5, 2022 with sales prices ranging from $127.76 to $128.75 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.
(8)  Reflects the weighted average price of 2,324 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on August 5, 2022 with sales prices ranging from $128.77 to $129.64 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)  Fully vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ramsey James Burr
333 SOUTH SEVENTH STREET
SUITE 1000
MINNEAPOLIS, MN 55402
X



Signatures
/s/ Jonathan R. Zimmerman, Attorney-in-Fact for James B. Ramsey 8/9/2022
**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 control number.
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