Director Soran Philip exercised 6,570 shares at a strike of $37.22 and sold $1,332,545 worth of shares (6,570 units at $202.82) (SEC Form 4)
$SPSC
Computer Software: Prepackaged Software
Technology
| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SPS COMMERCE INC [ SPSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/12/2024 | M(1) | 3,285(2)(3) | A | $37.22(2)(3) | 22,137 | D | |||
| Common Stock | 07/12/2024 | S(1) | 3,285 | D | $200.0564(4) | 18,852 | D | |||
| Common Stock | 07/15/2024 | M(1) | 895 | A | $37.22 | 19,747 | D | |||
| Common Stock | 07/15/2024 | S(1) | 895 | D | $205.052(5) | 18,852 | D | |||
| Common Stock | 07/16/2024 | M(1) | 2,390 | A | $37.22 | 21,242 | D | |||
| Common Stock | 07/16/2024 | S(1) | 1,664 | D | $205.483(6) | 19,578 | D | |||
| Common Stock | 07/16/2024 | S(1) | 726 | D | $206.4932(7) | 18,852 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $37.22(3) | 07/12/2024 | M(1) | 3,285(3) | (8) | 05/31/2025 | Common Stock | 3,285(3) | $0 | 3,285(3) | D | ||||
| Employee Stock Option (right to buy) | $37.22 | 07/15/2024 | M(1) | 895 | (8) | 05/31/2025 | Common Stock | 895 | $0 | 2,390 | D | ||||
| Employee Stock Option (right to buy) | $37.22 | 07/16/2024 | M(1) | 2,390 | (8) | 05/31/2025 | Common Stock | 2,390 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Adoption date of referenced 10b5-1(c) plan is: 03/14/2024. |
| 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 3,285 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 6,570 shares of Common Stock. |
| 3. 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. |
| 4. Reflects the weighted average price of 3,285 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on July 12, 2024, with sales prices ranging from $200.00 to $200.36 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 895 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on July 15, 2024, with sales prices ranging from $205.00 to $205.15 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 1,664 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on July 16, 2024, with sales prices ranging from $205.06 to $206.01 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 726 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on July 16, 2024, with sales prices ranging from $206.06 to $207.00 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. Fully vested. |
| /s/ Jonathan Zimmerman, Attorney-in-Fact for Philip Soran | 07/16/2024 | |
| ** 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. | ||