Willoughby Michael C Form 4 PFSWEB / MICHAEL C WILLOUGHBY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILLOUGHBY MICHAEL C

(Last) (First) (Middle)

9250 N. ROYAL LANE, SUITE 100

(Street)

IRVING TX 75063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PFSWEB INC [ PFSW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO/President

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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(1)	02/21/2023		M		19,274	A	$0	510,605	D
Common Stock(2)	02/21/2023		F		5,354	D	$6.8	505,251	D
Common Stock(3)	02/21/2023		M		18,210	A	$0	523,461	D
Common Stock(2)	02/21/2023		F		4,434	D	$6.8	519,027	D
Common Stock(3)	02/21/2023		M		11,033	A	$0	530,060	D
Common Stock(2)	02/21/2023		F		2,687	D	$6.8	527,373	D
Common Stock(4)	02/21/2023		M		28,952	A	$0	556,325	D
Common Stock(2)	02/21/2023		F		7,146	D	$6.8	549,179	D
Common Stock(5)	02/21/2023		M		31,508	A	$0	580,687	D
Common Stock(2)	02/21/2023		F		7,673	D	$6.8	573,014	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Restricted Stock Unit - 2020 LTI(6)	(6)	02/21/2023		M			19,274	(6)	(6)	Common Stock	19,274	$0	0	D
Restricted Stock Unit - 2021 LTI(7)	(7)	02/21/2023		M			18,210	(7)	(7)	Common Stock	18,210	$0	18,213	D
Restricted Stock Unit - 2022 LTI(7)	(7)	02/21/2023		M			11,033	(7)	(7)	Common Stock	11,033	$0	22,065	D
Performance Share Award - 2020 LTI(8)	(8)	02/21/2023		M			28,952	(8)	(8)	Common Stock	28,952	$0	0	D
Performance Share Award - 2021 LTI(9)	(9)	02/21/2023		M			31,508	(9)	(9)	Common Stock	31,508	$0	33,094	D

Explanation of Responses:

1. Issuance of Common Stock upon settlement of previously issued Restricted Stock Units granted under the Company's Employee Stock and Incentive Plan (the "Plan").

2. Shares of Common Stock withheld by Issuer to satisfy tax withholding obligation.

3. Issuance of Common Stock upon partial settlement of previously issued Restricted Stock Unit Award granted under the Plan.

4. Issuance of Common Stock upon settlement of previously issued Performance Share Award granted under the Plan.

5. Issuance of Common Stock upon partial settlement of previously issued Performance Share Award granted under the Company's Employee Stock and Incentive Plan.

6. Settlement of Restricted Stock Unit Award issued under the Plan.

7. Partial settlement of Restricted Stock Unit Award granted under the Plan whose remaining shares are subject to future vesting based on future service conditions and other terms and conditions of the Plan and the Restricted Stock Unit Award Agreement.

8. Settlement of Performance Share Award issued under the Plan.

9. Partial settlement of Performance Share Award issued under the Plan whose remaining shares are subject to future vesting based on future service and market price measurement conditions.

Remarks:

	/s/ Thomas J Madden by Power of Attorney	02/23/2023
	** 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).
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