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4//SEC Filing

Gorman Michael B 4

Accession 0001295357-12-000002

CIK 0001092699other
View on SEC.govCompany Profile

Filed

May 17, 8:00 PM ET

Accepted

May 18, 5:26 PM ET

Size

29.9 KB

Accession

0001295357-12-000002

Insider Transaction Report

Form 4
Period: 2012-05-16
SPS COMMERCE INCSPSC
Gorman Michael B
Director10% Owner
Transactions
  • Other

    Common Stock

    2012-05-16−9,045→ 0 total(indirect: By LLC)
  • Other

    Common Stock

    2012-05-16+4,145→ 23,768 total
  • Sale

    Common Stock

    2012-05-17$27.68/sh−3,256$90,134→ 36,968 total
  • Sale

    Common Stock

    2012-05-18$27.58/sh−13,200$364,106→ 23,768 total
  • Sale

    Common Stock

    2012-05-16$27.85/sh−433$12,059→ 0 total(indirect: By LLC)
  • Other

    Common Stock

    2012-05-16−185,124→ 0 total(indirect: By LLC)
  • Other

    Common Stock

    2012-05-16+280→ 19,623 total
  • Exercise/Conversion

    Stock Option (right to buy)

    2012-05-17−5,340→ 0 total
    Exercise: $16.65From: 2012-05-17Exp: 2021-05-16→ Common Stock (5,340 underlying)
  • Other

    Common Stock

    2012-05-16−14,749→ 0 total(indirect: By LLC)
  • Other

    Common Stock

    2012-05-16+14→ 19,343 total
  • Exercise/Conversion

    Common Stock

    2012-05-17$12.00/sh+11,125$133,500→ 34,893 total
  • Exercise/Conversion

    Common Stock

    2012-05-17$16.65/sh+5,340$88,911→ 40,233 total
  • Exercise/Conversion

    Stock Option (right to buy)

    2012-05-17−11,125→ 4,895 total
    Exercise: $12.00Exp: 2020-04-26→ Common Stock (11,125 underlying)
Footnotes (13)
  • [F1]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 three 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.
  • [F10]Represents receipt of a pro-rata distribution of Common Stock of the Issuer by SPVC VI, LLC without consideration to its members, and an immediate subsequent pro-rata distribution by one of the members of SPVC VI, LLC without consideration to its members.
  • [F11]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices between $27.56 and $27.76, inclusive. The reporting person will provide to the SEC Staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.
  • [F12]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices between $27.34 and $27.77, inclusive. The reporting person will provide to the SEC Staff, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.
  • [F13]The shares become exercisable in equal monthly installments over three years beginning May 27, 2010, so long as reporting person remains a member of the board.
  • [F2]Represents a pro-rata distribution of Common Stock of the Issuer by SPVC IV, LLC without consideration to its members.
  • [F3]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 three 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.
  • [F4]Represents a pro-rata distribution of Common Stock of the Issuer by SPVC V, LLC without consideration to its members.
  • [F5]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 three 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.
  • [F6]Represents a pro-rata distribution of Common Stock of the Issuer by SPVC VI, LLC without consideration to its members.
  • [F7]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 three 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.
  • [F8]Represents receipt of a pro-rata distribution of Common Stock of the Issuer by SPVC IV, LLC without consideration to its members.
  • [F9]Represents receipt of a pro-rata distribution of Common Stock of the Issuer by SPVC V, LLC without consideration to its members.

Documents

1 file

Issuer

SPS COMMERCE INC

CIK 0001092699

→
Entity typeother

Related Parties

1
  • filerCIK 0001483416

Filing Metadata

Form type
4
Filed
May 17, 8:00 PM ET
Accepted
May 18, 5:26 PM ET
Size
29.9 KB
View on SEC.gov