Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Split Rock Partners LLC
  2. Issuer Name and Ticker or Trading Symbol
SPS COMMERCE INC [SPSC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
10400 VIKING DR, SUITE 550
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2010
(Street)

EDEN PRAIRIE, MN 55344
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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               182 I By SPVC Affiliates Fund I, LLC (2)
Common Stock 04/27/2010   C   2,829 A (1) 3,011 I By SPVC Affiliates Fund I, LLC (2)
Common Stock 04/27/2010   S   301 D $ 11.16 2,710 I By SPVC Affiliates Fund I, LLC (2)
Common Stock               5,671 I By SPVC IV, LLC (3)
Common Stock 04/27/2010   C   57,183 A (1) 62,854 I By SPVC IV, LLC (3)
Common Stock 04/27/2010   S   6,285 D $ 11.16 56,569 I By SPVC IV, LLC (3)
Common Stock               791 I By SPVC V, LLC (4)
Common Stock 04/27/2010   C   101,705 A (1) 102,496 I By SPVC V, LLC (4)
Common Stock 04/27/2010   S   10,249 D $ 11.16 92,247 I By SPVC V, LLC (4)
Common Stock 04/27/2010   C   1,286,472 A (1) 1,286,472 I By SPVC VI, LLC (5)
Common Stock 04/27/2010   S   128,647 D $ 11.16 1,157,825 I By SPVC VI, LLC (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Series A Convertible Preferred (1) 04/27/2010   C     2,829   (6)   (6) Common Stock 2,829 $ 0 0 I By SPVC Affiliates Fund I, LLC (2)
Series A Convertible Preferred (1) 04/27/2010   C     57,183   (6)   (6) Common Stock 57,183 $ 0 0 I By SPVC IV, LLC (3)
Series A Convertible Preferred (1) 04/27/2010   C     101,705   (6)   (6) Common Stock 101,705 $ 0 0 I By SPVC V, LLC (4)
Series A Convertible Preferred (1) 04/27/2010   C     39,577   (6)   (6) Common Stock 39,577 $ 0 0 I By SPVC VI, LLC (5)
Series B Convertible Preferred (1) 04/27/2010   C     1,121,769   (6)   (6) Common Stock 1,121,769 $ 0 0 I By SPVC VI, LLC (5)
Series C Convertible Preferred (1) 04/27/2010   C     125,156   (6)   (6) Common Stock 125,156 $ 0 0 I By SPVC VI, LLC (5)
Nonstatutory Stock Option (right to buy) $ 12 04/27/2010   A   16,020     (7) 04/26/2020 Common Stock 16,020 $ 0 16,020 I By Michael Gorman (8)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Split Rock Partners LLC
10400 VIKING DR
SUITE 550
EDEN PRAIRIE, MN 55344
    X    
SPVC AFFILIATES FUND I, LLC
10400 VIKING DR
STE 550
EDEN PRAIRIE, MN 55344
    X    
SPVC IV, LLC
10400 VIKING DR
STE 550
EDEN PRAIRIE, MN 55344
    X    
SPVC V, LLC
10400 VIKING DR
STE 550
EDEN PRAIRIE, MN 55344
    X    
SPVC VI, LLC
10400 VIKING DR
STE 550
EDEN PRAIRIE, MN 55344
    X    

Signatures

 SPLIT ROCK PARTNERS, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer   04/29/2010
**Signature of Reporting Person Date

 SPVC AFFILIATES FUND I, LLC, By: Split Rock Partners, LLC, its Co-Manager, By: /s/ Steven L.P. Schwen, Chief Financial Officer   04/29/2010
**Signature of Reporting Person Date

 SPVC IV, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer   04/29/2010
**Signature of Reporting Person Date

 SPVC V, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer   04/29/2010
**Signature of Reporting Person Date

 SPVC VI, LLC, By: SPVC Management VI, LLC, its Managing Member, By: /s/ Steven L.P. Schwen, Chief Financial Officer   04/29/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The securities converted into the Issuer's Common Stock at a rate of one-for-one.
(2) 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 who require a two-thirds vote to act. Split Rock Partners, LLC may be deemed to be an indirect beneficial owner of the reported securities. Split Rock Partners, LLC 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 any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3) 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 who require a two-thirds vote to act. Split Rock Partners, LLC may be deemed to be an indirect beneficial owner of the reported securities. Split Rock Partners, LLC 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 any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(4) 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 who require a two-thirds vote to act. Split Rock Partners, LLC may be deemed to be an indirect beneficial owner of the reported securities. Split Rock Partners, LLC 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 any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(5) 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 who require a two-thirds vote to act. Split Rock Partners, LLC may be deemed to be an indirect beneficial owner of the reported securities. Split Rock Partners, LLC 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 any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(6) 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.
(7) The shares will become exercisable in equal monthly installments over three years beginning May 27, 2010, so long as Michael Gorman remains a member of the board.
(8) Pursuant to a letter agreement with SPVC VI, LLC, Michael Gorman holds this Option for the sole benefit of SPVC VI, LLC.

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