Sec Form 4 Filing - Lasher Jeff @ WEST MARINE INC - 2017-03-14

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) 03/14/2017 (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 03/14/2017 03/14/2017 A 15,935 ( 1 ) A $ 0 ( 2 ) 54,297 D Common Stock 03/14/2017 03/14/2017 A 1,927 ( 3 ) A $ 9.25 56,224 D Common Stock 03/14/2017 03/14/2017 F 626 ( 4 ) D $ 9.25 55,598 D Common Stock 03/14/2017 03/14/2017 F 2,041 ( 5 ) D $ 9.25 53,557 ( 6 ) 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 03/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This award of restricted stock units ("RSUs") vests in three annual installments of 33%, 33% and 34% on March 14, 2018, 2019 and 2020, respectively. ( 2 )This award of RSUs was issued pursuant to the terms of the West Marine, Inc. Omnibus Equity Incentive Plan, as amended and restated. Each RSU represents a contingent right to receive one share of common stock upon vesting. ( 3 )Performance-based restricted stock units ("PVUs") awarded on March 14, 2016 were subject to the achievement of a certain pre-established metric over the one-year performance period ending at the end of fiscal 2016. The Compensation and Leadership Development Committee of the Issuer's Board of Directors certified the performance metric and determined the number of PVUs that were earned. The PVUs vest over a three year period, of which 33% vested on the first anniversary (March 14, 2017), 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. Upon vesting, each PVU has the same terms as the RSUs, as described and included in footnote 1. ( 4 )Shares withheld to cover the income taxes related to the vesting of 1,927 PVUs on March 14, 2017. ( 5 )Shares withheld to cover the income taxes related to the vesting of 5,286 RSUs on March 14, 2017. These RSUs were awarded on March 14, 2016 and the remaining 10,735 RSUs vest 33% and 34% on March 14, 2018 and 2019, respectively. ( 6 )Includes 41,410 unvested RSUs. Does not include 6,477 unvested PVUs.

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