Sec Form 4 Filing - MADDEN THOMAS J @ PFSWEB INC - 2019-08-09

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 MADDEN THOMAS J 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) CFO/Executive Vice President (Last) (First) (Middle) C/O PFSWEB, 505 MILLENNIUM 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2019 (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

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 Performance Share Award ( 1 ) ( 2 ) 08/09/2019 A 96,190 ( 3 ) ( 3 ) Common Stock 96,190 $ 0 96,190 D Performance Share Award ( 1 ) ( 2 ) 08/09/2019 A 62,029 ( 4 ) ( 4 ) Common Stock 62,029 $ 0 62,029 D Restricted Stock Unit ( 2 ) ( 5 ) 08/09/2019 A 47,716 ( 5 ) ( 5 ) Common Stock 47,716 $ 0 47,716 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MADDEN THOMAS J C/O PFSWEB, 505 MILLENNIUM ALLEN, TX75013 CFO/Executive Vice President Signatures /s/ Thomas J Madden 08/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance share represents the contingent right to receive one share of Common Stock. ( 2 )These awards are being issued under an equity plan substantially similar to the Company's PFSweb, Inc. 2018 Stock and Incentive Plan. The shares underlying such awards are subject to registration. ( 3 )Subject to vesting based upon the the achievement by the Company and/or a business unit thereof of performance goals measured by adjusted EBITDA and/or revenue for the 2019 fiscal year (subject to adjustment) and/or based upon continued employment. ( 4 )Subject to vesting in three installments beginning December 31, 2019 contingent upon continued employment and the relative total shareholder return of the Company Common Stock as compared to a designated index. ( 5 )Issuance of Restricted Stock Unit Award. Each RSU represents a right to receive one share of Common Stock. Subject to three year annual vesting beginning in December 2019 based upon continued employment and the other terms and conditions of the RSU Award Agreement.

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.