Sec Form 4 Filing - ALMOND CYNTHIA D @ PFSWEB INC - 2016-03-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person ALMOND CYNTHIA D 2. Issuer Name and Ticker or Trading Symbol PFSWEB INC [ PFSW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) C/O PFSWEB, 505 MILLENNIUM 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2016 (Street) ALLEN, TX75013 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 03/30/2016 M V 20,000 A $ 4 57,420 D Common Stock 03/30/2016 S V 20,000 D $ 13.09 ( 2 ) 37,420 D Common Stock 03/30/2016 S V 12,766 D $ 13.2 ( 3 ) 24,654 D Common Stock ( 4 ) 03/31/2016 M V 18,043 A 42,697 D Common Stock ( 5 ) 03/31/2016 F V 4,772 D $ 13.2 37,925 D Common Stock ( 6 ) 03/31/2016 A V 1,250 A $ 0 39,175 D Common Stock ( 5 ) 03/31/2016 F V 331 D $ 13.2 38,844 D Common Stock ( 6 ) 03/31/2016 A V 18,085 A 56,929 D Common Stock ( 5 ) 03/31/2016 F V 4,783 D $ 13.2 52,146 D Common Stock ( 4 ) 03/31/2016 A V 8,531 A 60,677 D Common Stock ( 5 ) 03/31/2016 F V 2,256 D $ 13.2 58,421 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Option to buy ( 1 ) $ 4 03/30/2016 M V 20,000 ( 7 ) 04/18/2020 Common Stock 20,000 $ 0 17,000 D Performance Share Award ( 8 ) 03/31/2016 M V 18,043 ( 8 ) ( 8 ) Common Stock 18,043 ( 8 ) 18,043 D Restricted Stock Unit ( 9 ) 03/31/2016 M V 1,250 ( 9 ) ( 9 ) Common Stock 1,250 $ 0 2,500 D Restricted Stock Unit ( 6 ) 03/31/2016 M V 18,085 ( 6 ) ( 6 ) Common Stock 18,085 ( 6 ) 0 D Performance Share Award ( 8 ) 03/31/2016 M V 8,531 ( 8 ) ( 8 ) Common Stock 8,531 ( 8 ) 25,591 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ALMOND CYNTHIA D C/O PFSWEB, 505 MILLENNIUM ALLEN, TX75013 Executive Vice President Signatures /s/ Cynthia D Almond 04/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exercise of employee stock option issued under the 2005 Employee Stock Option and Incentive Plan (the "Plan"). ( 2 )The 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. ( 3 )Sale 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. ( 4 )Issuance of Common Stock upon partial settlement of previously issued Performance Share Award granted under the Plan. ( 5 )Shares of common stock withheld by Issuer to satisfy tax withholding obligation ( 6 )Settlement of Restricted Stock Unit Award issued under the Plan. ( 7 )These shares became exercisable on a cumulative basis from July 19, 2010 to April 19, 2013 ( 8 )Partial 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. ( 9 )Partial settlement of Restricted Stock Unit Award granted under the Plan whose remaining shares are subject to future vesting based on future service conditions.

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.