Robert Frankfurt - Oct 23, 2023 Form 4 Insider Report for PFSWEB INC (PFSW)

Role: Director
Signature: /s/ Thomas J. Madden by Power of Attorney
Stock symbol: PFSW
Transactions as of: Oct 23, 2023
Transactions value $: -$84,855
Form type: 4
Date filed: 10/23/2023, 04:36 PM
Previous filing: Oct 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PFSW	Common Stock	Disposed to Issuer	-$84.9K	-11.3K	-100%	$7.50	0	Oct 23, 2023	Direct	F1, F2

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	Option to purchase	Disposed to Issuer	$0	-30K	-100%	$0.00^*	0	Oct 23, 2023	Common Stock	30K	$4.16	Direct	F3
transaction	PFSW	Deferred Stock Unit	Disposed to Issuer	$0	-78.2K	-100%	$0.00^*	0	Oct 23, 2023	Common Stock	78.2K	$0.00	Direct	F4

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

Robert Frankfurt 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	Pursuant to the Merger Agreement, Company outstanding stock options, if not yet vested became vested, and all Company stock options were converted into cash consideration at the amount of the difference between the exercise price of the option and the Merger Consideration.
F4	Pursuant to the Merger Agreement, effective upon the Effective Time, each Deferred Stock Unit ("DSU") 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 DSUs and (B) the Merger Consideration.