Sec Form 4 Filing - Lasher Jeff @ WEST MARINE INC - 2016-12-14

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

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1. Name and Address of Reporting Person Lasher Jeff 2. Issuer Name and Ticker or Trading Symbol WEST MARINE INC [ WMAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 500 WESTRIDGE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2016 (Street) WATSONVILLE, CA95076 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 12/14/2016 12/14/2016 A 1,264 ( 1 ) A $ 0 41,129 ( 2 ) D Common Stock 12/14/2016 12/14/2016 F 2,356 ( 3 ) D $ 0 38,773 D Common Stock 12/14/2016 12/14/2016 F 411 ( 4 ) D $ 0 38,362 ( 5 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lasher Jeff 500 WESTRIDGE DRIVE WATSONVILLE, CA95076 Chief Financial Officer Signatures Pamela Fields, attorney-in-fact 12/16/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance-based restricted stock units ("PVUs") granted on December 14, 2015 were subject to achievement of a pre-established performance goal over the one-year performance period ending at the end of fiscal 2015. The Compensation and Leadership Development Committee of the Issuer's Board of Directors certified the Issuer's achievement of the performance goal and determined the number of PVUs that were earned. The PVUs vest over a three-year period, with 33% vesting on the first anniversary of the grant date, another 33% vesting on the second anniversary of the grant date, and 34% vesting on the third anniversary of the grant date, in each case subject to the continued employment with the Issuer. ( 2 )Includes 30,761 unvested time-vested restricted stock units ("RSUs"). RSUs represent the right to receive one share of common stock for each RSU upon vesting. RSUs vest over a three-year period, with 33% vesting on the first anniversary of the grant date, another 33% vesting on the second anniversary of the grant date, and 34% vesting on the third anniversary of the grant date, subject to continued employment with the Issuer. Also includes 1,544 shares acquired in October 2016 under the Issuer's Amended and Restated Associates Stock Buying Plan. ( 3 )Shares withheld to cover income taxes related to the vesting of 7,260 RSUs on December 14, 2016. ( 4 )Shares withheld to cover income taxes related to the vesting of 1,264 PVUs on December 14, 2016. ( 5 )Does not include unvested PVUs.

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).

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