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 *
  Split Rock Partners LLC
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)
10400 VIKING DR, SUITE 550
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

EDEN PRAIRIE, MN 55344
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 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 182
I
By SPVC Affiliates Fund I, LLC (1)
Common Stock 5,671
I
By SPVC IV, LLC (2)
Common Stock 791
I
By SPVC V, LLC (3)

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock   (4)   (5) Common Stock 2,829 $ 0 (4) I By SPVC Affiliates Fund I, LLC (1)
Series A Convertible Preferred Stock   (4)   (5) Common Stock 57,183 $ 0 (4) I By SPVC IV, LLC (2)
Series A Convertible Preferred Stock   (4)   (5) Common Stock 101,705 $ 0 (4) I By SPVC V, LLC (3)
Series A Convertible Preferred Stock   (4)   (5) Common Stock 39,547 $ 0 (4) I By SPVC VI, LLC (6)
Series B Convertible Preferred Stock   (4)   (5) Common Stock 1,121,769 $ 0 (4) I By SPVC VI, LLC (6)
Series C Convertible Preferred Stock   (4)   (5) Common Stock 125,156 $ 0 (4) I By SPVC VI, LLC (6)

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 04/21/2010
**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 04/21/2010
**Signature of Reporting Person Date

SPVC IV, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer 04/21/2010
**Signature of Reporting Person Date

SPVC V, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer 04/21/2010
**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 04/21/2010
**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 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.
(2) 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.
(3) 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.
(4) 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 convert automatically 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.
(5) The securities do not have an expiration date. The securities will convert automatically 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.
(6) 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.

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