PFSweb, Inc.
PFSWEB INC (Form: 4, Received: 05/16/2017 18:03:29)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ALMOND CYNTHIA D
2. Issuer Name and Ticker or Trading Symbol

PFSWEB INC [ PFSW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Former EVP
(Last)          (First)          (Middle)

C/O PFSWEB, 505 MILLENNIUM
3. Date of Earliest Transaction (MM/DD/YYYY)

5/12/2017
(Street)

ALLEN, TX 75013
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/12/2017     M   V 4255   A $4.42   70174   D    
Common Stock   5/12/2017     S   V 4255   D $7.57   (1) 65919   D    
Common Stock   (2) 5/16/2017     M   V 1250   A   (2) 67169   D    
Common Stock   (3) 5/16/2017     F   V 459   D $7.32   66710   D    
Common Stock   (4) 5/16/2017     M   V 18085   A   (4) 84795   D    
Common Stock   (3) 5/16/2017     F   V 7586   D $7.32   77209   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to buy   (5) $4.42   5/12/2017     M     V    4255      (6) 5/15/2017   Common Stock   4255   $0.00   0   D    
Restricted Stock Unit     (7) 5/16/2017     M     V    1250      (7)   (7) Common Stock   1250   $0.00   0   D    

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.53 to $7.60 inclusive. The reporting person undertakes to provide to PFSweb, Inc., any security holder thereof or the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(2)  Settlement of Restricted Stock Unit Award issued under the 2005 Employee Stock Option and Incentive Plan (the "Plan").
(3)  Shares of common stock withheld by Issuer to satisfy tax withholding obligation
(4)  Other Stock Based Award issued under the Plan.
(5)  Exercise of employee stock option issued under the Plan.
(6)  These shares became exercisable on a cumulative basis from May 16, 2007 to May 16, 2010
(7)  Settlement of Restricted Stock Unit Award granted under the Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ALMOND CYNTHIA D
C/O PFSWEB, 505 MILLENNIUM
ALLEN, TX 75013



Former EVP

Signatures
/s/ Cynthia Almond 5/16/2017
** 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 4(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.
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