Edgar Filing: Wilson Murray R.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Wilson Murray R.

2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2010

3. Issuer Name and Ticker or Trading Symbol
SPS COMMERCE INC [SPSC]

(Last)

(First)

(Middle)

C/O RIVER CITIES CAPITAL FUND,Â 221 EAST FOURTH STREET, SUITE 2400

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CINCINNATI,Â OHÂ 45202

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,032	I	By River Cities Capital Fund II Limited Partnership ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	5,516	$ 0 ⁽²⁾	I	By River Cities Capital Fund II Limited Partnership ⁽¹⁾
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	592,488	$ 0 ⁽²⁾	I	By River Cities Capital Fund II Limited Partnership ⁽¹⁾
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	66,750	$ 0 ⁽²⁾	I	By River Cities Capital Fund II Limited Partnership ⁽¹⁾
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	10,387	$ 0 ⁽²⁾	I	By River Cities SBIC III, L.P. ⁽⁴⁾
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	694,265	$ 0 ⁽²⁾	I	By River Cities SBIC III, L.P. ⁽⁴⁾
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	560,282	$ 0 ⁽²⁾	I	By River Cities SBIC III, L.P. ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Wilson Murray R. C/O RIVER CITIES CAPITAL FUND 221 EAST FOURTH STREET, SUITE 2400 CINCINNATI,Â OHÂ 45202	Â X	Â X	Â	Â

Signatures

/s/ Ryan R. Miske, attorney-in-fact		04/21/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Represents securities held directly by River Cities Capital Fund II Limited Partnership. Mayson II, Inc. is the general partner of River Cities Management II, L.P., the general partner of River Cities Capital Fund II Limited Partnership. The reporting person is a special consultant to River Cities Management II, L.P. 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.
(2)	Each share of Series A, Series B, and Series C Convertible Preferred Stock is convertible at any time at the option of the holder, and will automatically convert into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering.
(3)	The securities do not have an expiration date. The securities will automatically convert into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering.
(4)	Represents securities held directly by River Cities SBIC III, L.P., which is managed by RCCF Management, Inc. The reporting person is a special consultant to RCCF Management, Inc. 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.

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