| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
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
*
| 333 SOUTH SEVENTH STREET |
| SUITE 1000 |
(Street)
|
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 |
|
3. Date of Earliest Transaction
(Month/Day/Year)
10/27/2015
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
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.
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
|
10/27/2015 |
|
M |
|
3,891
|
A
|
$
16.64
|
19,168
|
D
|
|
|
Common Stock
|
10/28/2015 |
|
M |
|
4,241
|
A
|
$
16.64
|
23,409
|
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
(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)
|
$
16.64
|
10/27/2015 |
|
M |
|
|
3,891
|
|
02/10/2021 |
Common Stock
|
3,891
|
$
0
|
30,431
|
D
|
|
|
Employee Stock Option (right to buy)
|
$
16.64
|
10/28/2015 |
|
M |
|
|
4,241
|
|
02/10/2021 |
Common Stock
|
4,241
|
$
0
|
26,190
|
D
|
|
| Explanation of Responses: |
|
|
/s/ Jonathan R. Zimmerman, attorney-in-fact |
10/29/2015 |
|
** 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. |
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
I, James J. Frome, hereby authorize and designate each of Andrew G.
Humphrey, Jonathan R. Zimmerman, Ryan R. Miske, Andrew V. Tran, Brian E.
Jacobson, Miranda S. Hirner, Thomas P. Trier, Mary A.L. St. Marie, Amra Hosa and
Victoria A. Larson, signing singly, as my true and lawful attorney-in-fact to:
(1) execute for and on my behalf, in my capacity as director of
SPS Commerce, Inc., a Delaware corporation (the "Company"), the Form ID and
Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 (the "Exchange Act") and the rules and regulations promulgated
thereunder;
(2) do and perform any and all acts for and on my behalf which
may be necessary or desirable to complete and execute any such Form ID or Form
3, 4 or 5 and timely file such form with the Securities and Exchange Commission,
any stock exchange or similar authority, and the National Association of
Securities Dealers; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be to my
benefit, in my best interest, or legally required of me, it being understood
that the statements executed by such attorney-in-fact on my behalf pursuant to
this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
I hereby further grant to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitutes or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. I
hereby acknowledge that the foregoing attorneys-in-fact, in serving in such
capacity at my request, are not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until
I am no longer required to file the Form ID or Forms 3, 4 and 5 with respect to
my holdings of and transactions in securities issued by the Company, unless
earlier revoked by me in a signed writing delivered to the foregoing attorneys-
in-fact.
This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to each of the foregoing attorneys-in-fact.
Notwithstanding the foregoing, if any such attorney-in-fact hereafter
ceases to be at least one of the following: (i) a partner of Faegre
Baker Daniels LLP, or (ii) an employee of Faegre Baker Daniels LLP, this
Limited Power of Attorney shall be automatically revoked solely as to
such individual, immediately upon such cessation, without any further
action on the part of the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney
as of this 30th day of March, 2015.
Signed and acknowledged:
/s/ James J. Frome
Signature
James J. Frome
Printed Name
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