Mark Fuentes - Oct 23, 2023 Form 4 Insider Report for PFSWEB INC (PFSW)

Role: Senior Vice President & CIO
Signature: /s/ Thomas J. Madden by Power of Attorney
Stock symbol: PFSW
Transactions as of: Oct 23, 2023
Transactions value $: -$857,880
Form type: 4
Date filed: 10/23/2023, 04:35 PM
Previous filing: Mar 23, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PFSW	Common Stock	Disposed to Issuer	-$858K	-114K	-100%	$7.50	0	Oct 23, 2023	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PFSW	Restricted Stock Unit - 2021 LTI	Disposed to Issuer	$0	-3.15K	-100%	$0.00^*	0	Oct 23, 2023	Common Stock	3.15K		Direct	F4
transaction	PFSW	Restricted Stock Unit - 2022 LTI	Disposed to Issuer	$0	-3.88K	-100%	$0.00^*	0	Oct 23, 2023	Common Stock	3.88K		Direct	F4
transaction	PFSW	Restricted Stock Unit- 2023 LTI	Disposed to Issuer	$0	-10.7K	-100%	$0.00^*	0	Oct 23, 2023	Common Stock	10.7K		Direct	F4
transaction	PFSW	Performance Share Award- 2023 STI	Disposed to Issuer	$0	-10.7K	-100%	$0.00^*	0	Oct 23, 2023	Common Stock	10.7K		Direct	F5
transaction	PFSW	Performance Share Award - 2021 LTI	Disposed to Issuer	$0	-3.15K	-100%	$0.00^*	0	Oct 23, 2023	Common Stock	3.15K		Direct	F6
transaction	PFSW	Performance Share Award - 2022 LTI	Disposed to Issuer	$0	-1.94K	-100%	$0.00^*	0	Oct 23, 2023	Common Stock	1.94K		Direct	F6
transaction	PFSW	Performance Share Award- 2023 LTI	Disposed to Issuer	$0	-4.64K	-100%	$0.00^*	0	Oct 23, 2023	Common Stock	4.64K		Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark Fuentes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated September 13, 2023 (the "Merger Agreement"), by and among PFSweb, Inc. (the "Company"), GXO Logistics, Inc., a Delaware Corporation ("Parent"), and Peregrine MergerSub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), a copy of which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2023.
F2	Pursuant to the Merger Agreement, on October 23, 2023, Merger Sub was merged with and into the Company (the "Merger") with the Company surviving the Merger as the surviving corporation and an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Company ("Common Stock") issued and outstanding immediately prior to the Effective Time (other than (A) shares of Common Stock (1) held in the treasury of the Company or (2) owned by Parent or Merger Sub or any direct or indirect wholly owned subsidiaries of Parent, Merger Sub or the Company and (B) the Appraisal Shares (as defined in the Merger Agreement)), was automatically converted into the right to receive an amount in cash equal to $7.50, without interest (such amount of cash, the "Merger Consideration").
F3	Prior to the conversion of Common Stock, the reporting person directly beneficially owned 114,384 shares, 2,442 shares less than the number previously reported before giving effect to this report. The reporting person and the issuer have diligently reviewed all reporting person transactions and believe that the variance is the result of an inadvertent, administrative reporting error.
F4	Pursuant to the Merger Agreement, effective upon the Effective Time, each time-based Restricted Stock Unit ("RSU") that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested, and was cancelled and extinguished and, in exchange therefore, was automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of RSUs and (B) the Merger Consideration.
F5	Pursuant to the Merger Agreement, effective upon the Effective Time, each performance-based short-term incentive award ("ST LTI") that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested, taking into account the measurement of the level of achievement of applicable performance goals, and was cancelled and extinguished and, in exchange therefore, was automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of ST LTI and (B) the Merger Consideration.
F6	Pursuant to the Merger Agreement, effective upon the Effective Time, each performance-based long-term incentive award ("LTI") that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested, taking into account the measurement of the level of achievement of applicable performance goals, and was cancelled and extinguished and, in exchange therefore, was automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of LTI and (B) the Merger Consideration. The remaining shares of the LTI award that were outstanding immediately prior to the Effective Time were cancelled for no consideration.