Schedule 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SPS Commerce, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
78463M107
(CUSIP Number)
June
9, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAMES OF REPORTING PERSONS
Adams Street Partners, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IA
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NAMES OF REPORTING PERSONS
BVCF IV, L.P. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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0 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN
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Item 1(a) Name of issuer: SPS Commerce, Inc.
Item 1(b) Address of issuer’s principal executive offices:
333 South Seventh Street, Suite 1000, Minneapolis, MN 55402
2(a) Name of person filing:
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Adams Street Partners, LLC |
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2. |
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BVCF IV, L.P. |
2(b) Address or principal business office or, if none, residence:
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One North Wacker Drive, Suite 2200, Chicago, Illinois, 60606 |
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One North Wacker Drive, Suite 2200, Chicago, Illinois, 60606 |
2(c) Citizenship:
2(d) Title of class of securities:
Common Stock
2(e) CUSIP No.:
78463M107
Item 3. If this statement is filed pursuant to §§240.13d—1(b) or 240.13d—2(b) or (c), check
whether the person filing is a:
NOT APPLICABLE
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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Amount beneficially owned: 0 |
(b) Percent
of class: 0
(c) Number of shares as to which the person has:
(i) Sole
power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 0
(iii) Sole
power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 0
Instruction. For computations regarding securities which represent a right to acquire an underlying
security see §240.13d—3(d)(1).
Item 5. Ownership of 5 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 5 percent of the class of securities, check the following þ.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person. If any other person is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to
this item and, if such interest relates to more than 5 percent of the class, such person should be
identified. A listing of the shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund
is not required.
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. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d—1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule
13d—1(c) or Rule 13d—1(d), attach an exhibit stating the identification of the relevant
subsidiary.
NOT APPLICABLE
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to §240.13d—1(b)(1)(ii)(J), so indicate under Item
3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to Rule 13d—1(c) or Rule 13d—1(d), attach an
exhibit stating the identity of each member of the group.
Prior to a disposition of such shares on June 9, 2011,
BVCF IV, L.P. was the record owner of shares of Common Stock of the Issuer, which shares may have been deemed
beneficially owned by Adams Street Partners, LLC, the general partner of BVCF IV, L.P.
Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
NOT APPLICABLE
Item 10. Certifications
NOT APPLICABLE
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Date: July 8, 2011 |
ADAMS STREET PARTNERS, LLC
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By: |
/s/ Sara A. Robinson |
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Name:
Sara A. Robinson |
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Title:
Vice President |
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BVCF IV, L.P.
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By: |
Adams Street Partners, LLC, its General Partner
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By: |
/s/ Sara A. Robinson |
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Name:
Sara A. Robinson |
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Title:
Vice President |
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EXHIBIT 1
AGREEMENT TO MAKE A JOINT FILING
The undersigned hereby agree that this Schedule 13G is filed by and on behalf of each of them.
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Date: July 8, 2011 |
ADAMS STREET PARTNERS, LLC
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By: |
/s/ Sara A. Robinson |
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Name:
Sara A. Robinson |
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Title:
Vice President |
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BVCF IV, L.P.
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By: |
Adams Street Partners, LLC, its General Partner
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By: |
/s/ Sara A. Robinson |
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Name:
Sara A. Robinson |
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Title:
Vice President |
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