Willoughby Michael C returned $5,023,552 worth of shares to the company (669,807 units at $7.50), closing all direct ownership in the company (SEC Form 4)
$PFSW
Business Services
Consumer Discretionary
| 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 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
PFSWEB INC [ PFSW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/23/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 10/23/2023 | D(1)(2) | 669,807 | D | $7.5 | 0 | 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 - 2021 LTI | (3) | 10/23/2023 | D | 18,213 | (3) | (3) | Common Stock | 18,213 | $0 | 0 | D | ||||
| Restricted Stock Unit - 2022 LTI | (3) | 10/23/2023 | D | 22,065 | (3) | (3) | Common Stock | 22,065 | $0 | 0 | D | ||||
| Performance Share Award- 2023 STI | (4) | 10/23/2023 | D | 58,612 | (4) | (4) | Common Stock | 58,612 | $0 | 0 | D | ||||
| Performance Share Award - 2021 LTI | (5) | 10/23/2023 | D | 33,146 | (5) | (5) | Common Stock | 33,146 | $0 | 0 | D | ||||
| Performance Share Award - 2022 LTI | (5) | 10/23/2023 | D | 35,394 | (5) | (5) | Common Stock | 35,394 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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"). |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| Remarks: |
| /s/ Thomas J. Madden by Power of Attorney | 10/23/2023 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||