West Marine (WMAR) Form 4 WEST MARINE / Barry Kelley 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^*

Kelley Barry

(Last) (First) (Middle)

500 WESTRIDGE DRIVE

(Street)

WATSONVILLE CA 95076

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WEST MARINE INC [ WMAR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP - Stores & Wholesale

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2017

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	03/02/2017	03/02/2017	A		1,263(1)	A	$9.1	72,527(2)	D
Common Stock	03/02/2017	03/02/2017	F		1,403(3)	D	$9.1	71,124	D
Common Stock	03/02/2017	03/02/2017	F		489(4)	D	$9.1	70,635	D
Common Stock	03/03/2017	03/03/2017	F		1,446(5)	D	$9.12	69,189(6)	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

Explanation of Responses:

1. Performance-based restricted stock units ("PVUs") awarded on March 2, 2015 were subject to the achievement of a certain pre-established metric over the one-year performance period ending at the end of fiscal 2015. The Compensation and Leadership Development Committee of the Issuer's Board of Directors certified the performance metric and determined the number of PVUs that were earned. The PVUs vest over a three-year period, with 33% which vested on the first anniversary of the grant date, another 33% vested on the second anniversary of the grant date, and 34% vesting on the third anniversary of the grant date, in each case subject to the continued employment with the Issuer. Upon vesting, each PVU has the same terms as the time-vested restricted stock unit ("RSU"), as described and included in footnote 2, except that the initial RSU vesting of 33% occurs upon the initial vesting of the PVU.

2. Includes 19,761 unvested RSUs. RSUs represent the right to receive one share of common stock for each RSU upon vesting. RSUs vest over a three-year period, with 33% vesting on the first anniversary of the grant date, another 33% vesting on the second anniversary of the grant date, and 34% vesting on the third anniversary of the grant date, subject to continued employment with the Issuer. Also include 1,999 shares received in October 2016 under the Issuer's Amended and Restated Associates Stock Buying Plan.

3. Shares withheld to cover income taxes related to the vesting of 3,630 RSUs on March 2, 2017.

4. Shares withheld to cover income taxes related to the vesting of 1,263 PVUs on March 2, 2017.

5. Shares withheld to cover income taxes related to the vesting of 3,740 RSUs on March 3, 2017.

6. Does not include 30,833 exercisable stock options or 1,302 unvested PVUs.

Remarks:

	/s/ Pamela Fields, attorney-in-fact	03/06/2017
	** 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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