PFSweb, Inc.
PFSWEB INC (Form: 4, Received: 08/23/2017 17:55:19)
FORM 4
[ X ] 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 *

Dawson Gibson T
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
__ X __ Officer (give title below)      _____ Other (specify below)
Vice President
(Last)          (First)          (Middle)

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

8/9/2017
(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   8/9/2017     M   V 10000   A $1.46   10000   D    
Common Stock   8/9/2017     S   V 10000   D $7.531   (1) 0   D    
Common Stock   8/9/2017     M   V 8000   A $4.00   8000   D    
Common Stock   8/9/2017     S   V 8000   D $7.645   (2) 0   D    
Common Stock   8/9/2017     M   V 17500   A $5.00   17500   D    
Common Stock   8/9/2017     S   V 17500   D $7.601   (3) 0   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   (4) $1.46   8/9/2017     M     V    10000      (5) 5/26/2019   Common Stock   10000   $0.00   0   D    
Option to buy   (4) $4.00   8/9/2017     M     V    8000      (6) 4/18/2020   Common Stock   8000   $0.00   0   D    
Option to buy   (4) $5.00   8/9/2017     M     V    17500      (7) 3/29/2021   Common Stock   17500   $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 and average price of $7.531 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)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at and average price of $7.645 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.
(3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at and average price of $7.601 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.
(4)  Exercise of employee stock option issued under the Employee Stock Option Plan.
(5)  These shares became exercisable on a cumulative basis from May 27, 2009 to May 27, 2012.
(6)  These shares became exercisable on a cumulative basis from April 19, 2010 to April 19, 2013.
(7)  These shares became exercisable on a cumulative basis from March 30, 2010 to March 30, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dawson Gibson T
C/O PFSWEB, 505 MILLENNIUM
ALLEN, TX 75013


Vice President

Signatures
/s/ Gibson T. Dawson 8/23/2017
** 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).
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