SEC Form 4 · accession 0001209191-18-010919
SPS COMMERCE INC · SPSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James J. Frome
Officer — EVP & Chief Operating Officer
Period of report
Feb 12, 2018
Accepted (ET)
Feb 16, 2018 · 5:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001092699
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Feb 12, 2018 | S | 4,100 | $53.8528 | D | 20,068 | D | |
| Common StockF3 | Feb 12, 2018 | S | 4,257 | $54.3713 | D | 15,811 | D | |
| Common StockF4 | Feb 13, 2018 | A | 12,801 | $0.00 | A | 28,612 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5,F6 | $54.68 | Feb 13, 2018 | A | 18,861 | A | — | Feb 13, 2025 | Common Stock | 18,861 | 18,861 | D |
| Performance RightsF6 | — | Feb 13, 2018 | A | 12,801 | A | — | Mar 15, 2021 | Common Stock | 12,801 | 12,801 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b-5 trading plan adopted by the reporting person on August 31, 2017.
- F2Reflects the weighted average price of 4,100 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 12, 2018, with sales prices ranging from $53.20 to $54.18 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.
- F3Reflects the weighted average price of 4,257 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 12, 2018, with sales prices ranging from $54.21 to $54.59 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.
- F4This reflects a restricted stock unit award. Each restricted stock unit represents a contingent right to receive one share of SPS Commerce, Inc. common stock. RSUs vest as to 25% of the units on February 13, 2019. The remaining units vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 13, 2019).
- F5Options vest as to 25% of the shares on February 13, 2019. The remaining shares vest in a series of 36 successive equal monthly installments upon completion of each additional month of service (commencing on March 13, 2019).
- F6Each performance right represents a contingent right to receive one share of common stock. The performance rights vest based upon the issuer's total stockholder return.