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)

C/O PFSWEB, 505 MILLENNIUM

(Street)

ALLEN TX 75013

(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)
04/17/2019

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)	04/17/2019		M		8,341	A	(1)	199,629	D
Common Stock(2)	04/17/2019		F		2,017	D	$4.76	197,612	D
Common Stock(3)	04/17/2019		M		10,059	A	(3)	207,671	D
Common Stock(2)	04/17/2019		F		2,433	D	$4.76	205,238	D
Common Stock(3)	04/17/2019		M		7,274	A	(3)	212,512	D
Common Stock(2)	04/17/2019		F		1,759	D	$4.76	210,753	D
Common Stock(4)	04/17/2019		A		18,037	A	(4)	228,790	D
Common Stock(2)	04/17/2019		F		4,363	D	$4.76	224,427	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
Performance Share Award	(4)	04/17/2019		M			8,341	(4)	(4)	Common Stock	8,341	(4)	0	D
Restricted Stock Unit	(5)	04/17/2019		M			10,059	(5)	(5)	Common Stock	10,059	(5)	10,058	D
Restricted Stock Unit	(5)	04/17/2019		M			7,274	(5)	(5)	Common Stock	7,274	(5)	14,549	D
Performance Share Award	(4)	04/17/2019		M			18,037	(4)	(4)	Common Stock	18,037	(4)	0	D

Explanation of Responses:

1. Issuance of Common Stock upon partial settlement of previously issued Performance Share Award 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. Settlement of Performance Share Award issued under the Plan.

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

Remarks:

	/s/ Thomas J Madden by Power of Attorney	04/19/2019
	** 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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