SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Wilson Murray R.

(Last)

(First)

(Middle)

C/O RIVER CITIES CAPITAL FUND

221 EAST FOURTH STREET, SUITE 2400

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

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

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

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 of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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⁾

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	5,516	$0.00⁽²⁾	I	By River Cities Capital Fund II Limited Partnership⁽¹⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	592,488	$0.00⁽²⁾	I	By River Cities Capital Fund II Limited Partnership⁽¹⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	66,750	$0.00⁽²⁾	I	By River Cities Capital Fund II Limited Partnership⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	10,387	$0.00⁽²⁾	I	By River Cities SBIC III, L.P.⁽⁴⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	694,265	$0.00⁽²⁾	I	By River Cities SBIC III, L.P.⁽⁴⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	560,282	$0.00⁽²⁾	I	By River Cities SBIC III, L.P.⁽⁴⁾

Explanation of Responses:

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.

Remarks:

	/s/ Ryan R. Miske, attorney-in-fact	04/21/2010
	** 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 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).
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.