SEC Form 4 · accession 0001209191-16-111646
PFSWEB INC · PFSW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cynthia D Almond
Officer — Executive Vice President
Period of report
Mar 30, 2016
Accepted (ET)
Apr 1, 2016 · 4:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001095315
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 30, 2016 | M | 20,000 | $4.00 | A | 57,420 | D | |
| Common StockF2 | Mar 30, 2016 | S | 20,000 | $13.09 | D | 37,420 | D | |
| Common StockF3 | Mar 30, 2016 | S | 12,766 | $13.20 | D | 24,654 | D | |
| Common StockF4 | Mar 31, 2016 | M | 18,043 | — | A | 42,697 | D | |
| Common StockF5 | Mar 31, 2016 | F | 4,772 | $13.20 | D | 37,925 | D | |
| Common StockF6 | Mar 31, 2016 | A | 1,250 | $0.00 | A | 39,175 | D | |
| Common StockF5 | Mar 31, 2016 | F | 331 | $13.20 | D | 38,844 | D | |
| Common StockF6,F4 | Mar 31, 2016 | A | 18,085 | — | A | 56,929 | D | |
| Common StockF5 | Mar 31, 2016 | F | 4,783 | $13.20 | D | 52,146 | D | |
| Common StockF4 | Mar 31, 2016 | A | 8,531 | — | A | 60,677 | D | |
| Common StockF5 | Mar 31, 2016 | F | 2,256 | $13.20 | D | 58,421 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to buyF1,F7 | $4.00 | Mar 30, 2016 | M | 20,000 | D | — | Apr 18, 2020 | Common Stock | 20,000 | 17,000 | D |
| Performance Share AwardF8 | — | Mar 31, 2016 | M | 18,043 | D | — | — | Common Stock | 18,043 | 18,043 | D |
| Restricted Stock UnitF9 | — | Mar 31, 2016 | M | 1,250 | D | — | — | Common Stock | 1,250 | 2,500 | D |
| Restricted Stock UnitF6 | — | Mar 31, 2016 | M | 18,085 | D | — | — | Common Stock | 18,085 | 0 | D |
| Performance Share AwardF8 | — | Mar 31, 2016 | M | 8,531 | D | — | — | Common Stock | 8,531 | 25,591 | D |
Explanation of responses
- F1Exercise of employee stock option issued under the 2005 Employee Stock Option and Incentive Plan (the "Plan").
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.02 to $13.19 inclusive. The reporting person undertakes to provide to PFSweb, Inc., any security holder thereof or the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F3Sale of shares acquired upon prior exercise of employee stock option. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.14 to $13.26 inclusive. The reporting person undertakes to provide to PFSweb, Inc., any security holder thereof or the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F4Issuance of Common Stock upon partial settlement of previously issued Performance Share Award granted under the Plan.
- F5Shares of common stock withheld by Issuer to satisfy tax withholding obligation
- F6Settlement of Restricted Stock Unit Award issued under the Plan.
- F7These shares became exercisable on a cumulative basis from July 19, 2010 to April 19, 2013
- F8Partial settlement of Performance Share Award issued under the Plan whose remaining shares are subject to future vesting based on future service and market price measurement conditions.
- F9Partial settlement of Restricted Stock Unit Award granted under the Plan whose remaining shares are subject to future vesting based on future service conditions.