Sec Form 13G Filing - Split Rock Partners LLC filing for SPS COMMERCE INC (SPSC) - 2013-02-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 78463M 10 7

SCHEDULE 13G

1

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

Split Rock Partners, LLC

2

Check the Appropriate Box if a Member of a Group*
Not Applicable

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware limited liability company

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0 (see Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0 (see Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o
Not Applicable

11

Percent of Class Represented by Amount in Row (9)
0.0%

12

Type of Reporting Person*
OO

CUSIP No. 78463M 10 7

SCHEDULE 13G

1

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

SPVC VI, LLC

2

Check the Appropriate Box if a Member of a Group*
Not Applicable

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware limited liability company

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
0 (see Item 4)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0 (see Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o
Not Applicable

11

Percent of Class Represented by Amount in Row (9)
0.0%

12

Type of Reporting Person*
OO

Item 1(a).

Name of Issuer:
The name of the issuer is SPS Commerce, Inc. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:
The address of the principal executive offices of the Issuer is 333 South Seventh Street, Suite 1000, Minneapolis, MN 55402.

Item 2(a).

Name of Persons Filing:
Split Rock Partners, LLC (“Split Rock”) and SPVC VI, LLC (“SPVC VI”).  Split Rock and SPVC VI are collectively referred to herein as the “Reporting Persons”.

Item 2(b).

Address of Principal Business Office:
The principal business address of each of the Reporting Persons is 10400 Viking Drive, Suite 550, Eden Prairie, MN 55344.

Item 2(c).

Citizenship:
Each of the Reporting Persons is a Delaware limited liability company.

Item 2(d).

Title of Class of Securities:
The class of equity securities to which this Statement relates is the common stock of the Issuer (the “Common Stock”).

Item 2(e).

CUSIP Number:
The CUSIP number of the Common Stock is 78463M 10 7.

Item 3.

If this Statement is filed pursuant to §240.13d-1(b), or §240.13d-2(b) or (c), check whether the filing person is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)

o

Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership:

Not Applicable.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not Applicable.

Item 8.

Identification and Classification of Members of the Group:

Not Applicable.

Item 9.

Notice of Dissolution of Group:

Not Applicable.

Item 10.

Certifications:

Not Applicable.

By:

/s/ Steven L.P. Schwen

Steven L.P. Schwen

Its:

Chief Financial Officer

By:

/s/ Steven L.P. Schwen

Steven L.P. Schwen

Its:

Chief Financial Officer