0000919574-19-001426.txt : 20190214 0000919574-19-001426.hdr.sgml : 20190214 20190214095002 ACCESSION NUMBER: 0000919574-19-001426 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPS COMMERCE INC CENTRAL INDEX KEY: 0001092699 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411593154 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85857 FILM NUMBER: 19601771 BUSINESS ADDRESS: STREET 1: 333 SOUTH SEVENTH STREET STREET 2: SUITE 1000 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-435-9400 MAIL ADDRESS: STREET 1: 333 SOUTH SEVENTH STREET STREET 2: SUITE 1000 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hound Partners, LLC CENTRAL INDEX KEY: 0001353316 IRS NUMBER: 201434967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10178 BUSINESS PHONE: 2129842326 MAIL ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10178 SC 13G/A 1 d8189913_13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

SPS Commerce, Inc.

(Name of Issuer)

Common Stock, $.001 Par Value Per Share

(Title of Class of Securities)

78463M107

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] 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).

CUSIP No.		78463M107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Hound Partners, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	0

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			[_]


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

CUSIP No.		78463M107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Hound Performance, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	0

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			[_]


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No.		78463M107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Jonathan Auerbach

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	0

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			[_]


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No.		78463M107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Hound Partners Offshore Fund, LP

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	0

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			[_]


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No.

78463M107

Item 1.	(a).	Name of Issuer:

		SPS Commerce, Inc.

	(b).	Address of issuer's principal executive offices:

		333 South Seventh Street, Suite 1000 Minneapolis, MN 55402

Item 2.	(a). – (b).	Name of person filing:

		Hound Partners, LLC 101 Park Avenue, 48^th Floor New York, NY 10178

		Hound Performance, LLC 101 Park Avenue, 48^th Floor New York, NY 10178

		Hound Partners Offshore Fund, LP c/o DMS Corporate Services Ltd. P.O. Box 1344 Dms House, 20 Genesis Close Grand Cayman KY1-1108 Cayman Islands

		Jonathan Auerbach 101 Park Avenue, 48^th Floor New York, NY 10178

	(c).	Citizenship:

		Hound Partners, LLC – Delaware, USA Hound Performance, LLC – Delaware, USA Hound Partners Offshore Fund, LP – Cayman Islands Jonathan Auerbach - USA

	(d).	Title of class of securities:

		Common Stock, $.001 par value per share

	(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

(b)

[_]

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

(c)

[_]

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

(d)

[_]

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

(e)

[X]

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

(f)

[_]

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

(g)

[X]

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

(h)

[_]

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

(i)

[_]

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)

[_]

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

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.

(a)	Amount beneficially owned:

	Hound Partners, LLC	0 shares

	Hound Performance, LLC	0 shares

	Hound Performance Offshore Fund, LP 0 shares

	Jonathan Auerbach	0 shares

(b)	Percent of class:

	Hound Partners, LLC	0%

	Hound Performance, LLC	0%

	Hound Performance Offshore Fund, LP 0%

	Jonathan Auerbach	0%

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote

	Hound Partners, LLC		0

	Hound Performance, LLC		0

	Hound Performance Offshore Fund, LP 0

	Jonathan Auerbach		0

	(ii)	Shared power to vote or to direct the vote

	Hound Partners, LLC		0 shares

	Hound Performance, LLC		0 shares

	Hound Performance Offshore Fund, LP 0 shares

	Jonathan Auerbach		0 shares

(iii)

Sole power to dispose or to direct the disposition of

		Hound Partners, LLC	0

		Hound Performance, LLC	0

		Hound Performance Offshore Fund, LP 0

		Jonathan Auerbach	0

(iv)

Shared power to dispose or to direct the disposition of

		Hound Partners, LLC	0 shares

		Hound Performance, LLC	0 shares

		Hound Performance Offshore Fund, LP 0 shares

		Jonathan Auerbach	0 shares

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].
	This final amendment reflects that each Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock of the issuer.

Item 6.	Ownership of More Than Five 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 five 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. N/A

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. See Exhibit B attached hereto.

Item 8.	Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to ss.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 ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A

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. N/A

Item 10.	Certification.

	"By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect."

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.

		February 14, 2019
		(Date)

	HOUND PARTNERS, LLC (1)

	By:	/s/ Courtney Lewis
	Courtney Lewis, Authorized Person

	HOUND PERFORMANCE, LLC (1)

	By:	/s/ Courtney Lewis
	Courtney Lewis, Authorized Person

	By:	/s/ Courtney Lewis
		Courtney Lewis, Authorized Person

	/s/ Jonathan Auerbach (1)
	JONATHAN AUERBACH

(1)

The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein.

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G Amendment number two dated February 14, 2019 relating to the Common Stock, $.001 par value per share of ServiceMaster Global Holdings, Inc. shall be filed on behalf of the undersigned.

	HOUND PARTNERS, LLC (1)

	By:	/s/ Courtney Lewis
	Courtney Lewis, Authorized Person

	HOUND PERFORMANCE, LLC (1)

	By:	/s/ Courtney Lewis
	Courtney Lewis, Authorized Person

	By:	/s/ Courtney Lewis
		Courtney Lewis, Authorized Person

	/s/ Jonathan Auerbach (1)
	JONATHAN AUERBACH

Exhibit B

Hound Partners, LLC is the relevant entity for which Jonathan Auerbach may be considered a control person.