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Filing Details

Accession Number:: 0001295357-10-000010
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-04-29 13:00:00
Reporting Period:: 2010-04-27

Filing Date:: 2010-04-29
Accepted Time:: 2010-04-29 14:46:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1092699	Sps Commerce Inc	SPSC	Services-Prepackaged Software (7372)	411593154

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1483416	B Michael Gorman	10400 Viking Drive Suite 550 Eden Prairie MN 55344		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-04-27	2,829	$0.00	3,011	No	4	C	Indirect	By SPVC Affiliates Fund I, LLC
Common Stock	Disposition	2010-04-27	301	$11.16	2,710	No	4	S	Indirect	By SPVC Affiliates Fund I, LLC
Common Stock	Acquisiton	2010-04-27	57,183	$0.00	62,854	No	4	C	Indirect	By SPVC IV, LLC
Common Stock	Disposition	2010-04-27	6,285	$11.16	56,569	No	4	S	Indirect	By SPVC IV, LLC
Common Stock	Acquisiton	2010-04-27	101,705	$0.00	102,496	No	4	C	Indirect	By SPVC V, LLC
Common Stock	Disposition	2010-04-27	10,249	$11.16	92,247	No	4	S	Indirect	By SPVC V, LLC
Common Stock	Acquisiton	2010-04-27	1,286,472	$0.00	1,286,472	No	4	C	Indirect	By SPVC VI, LLC
Common Stock	Disposition	2010-04-27	128,647	$11.16	1,157,825	No	4	S	Indirect	By SPVC VI, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By SPVC Affiliates Fund I, LLC
No	4	S	Indirect	By SPVC Affiliates Fund I, LLC
No	4	C	Indirect	By SPVC IV, LLC
No	4	S	Indirect	By SPVC IV, LLC
No	4	C	Indirect	By SPVC V, LLC
No	4	S	Indirect	By SPVC V, LLC
No	4	C	Indirect	By SPVC VI, LLC
No	4	S	Indirect	By SPVC VI, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2010-04-27	2,829	$0.00	2,829	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2010-04-27	57,183	$0.00	57,183	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2010-04-27	101,705	$0.00	101,705	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2010-04-27	39,577	$0.00	39,577	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2010-04-27	1,121,769	$0.00	1,121,769	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2010-04-27	125,156	$0.00	125,156	$0.00
Common Stock	Nonstatutory Stock Option (right to buy)	Acquisiton	2010-04-27	16,020	$0.00	16,020	$12.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
16,020	2020-04-26	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	182	Indirect	By SPVC Affiliates Fund I, LLC
Common Stock	5,671	Indirect	By SPVC IV, LLC
Common Stock	791	Indirect	By SPVC V, LLC

Footnotes

The securities converted into the Issuer's Common Stock at a rate of one-for-one.
Represents securities held directly by SPVC Affiliates Fund I, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Represents securities held directly by SPVC IV, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Represents securities held directly by SPVC V, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Represents securities held directly by SPVC VI, LLC, which is jointly managed by Split Rock Partners, LLC and Vesbridge Partners, LLC. Voting and investment power over the shares, however, has been delegated solely to Split Rock Partners, LLC. Split Rock Partners, LLC has delegated voting and investment decisions with respect to the shares to four individuals (one of whom is the reporting person) who require a two-thirds vote to act. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The securities do not have an expiration date. Each share of Series A, Series B and Series C Convertible Preferred Stock converted automatically into shares of Common Stock in connection with the closing of the Issuer's initial public offering on April 27, 2010. Prior to its conversion into the Issuer's Common Stock, the Series A, Series B and Series C Convertible Preferred Stock was convertible at any time at the option of the holder.
The shares will become exercisable in equal monthly installments over three years beginning May 27, 2010, so long as the director remains a member of the board.
Pursuant to a letter agreement with SPVC VI, LLC, the reporting person holds this Option for the sole benefit of SPVC VI, LLC.