Sec Form 4 Filing - REPASS RANDOLPH K @ WEST MARINE INC - 2017-06-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
REPASS RANDOLPH K
2. Issuer Name and Ticker or Trading Symbol
WEST MARINE INC [ WMAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
500 WESTRIDGE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2017
(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 4,631,064 ( 1 ) D
Common Stock 801,383 ( 1 ) I (see Footnote) ( 2 )
Common Stock 05/11/2017 05/11/2017 G( 3 ) V 95,000 D $ 0 4,536,064 D
Common Stock 05/11/2017 05/11/2017 G V 95,000 A $ 0 372,715 I Trust for younger adult Son
Common Stock 05/11/2017 05/11/2017 G V 40,000 D $ 0 4,496,064 D
Common Stock 05/15/2017 05/15/2017 G V 2,000 D $ 0 232,600 I By Spouse
Common Stock 06/01/2017 06/01/2017 A 6,493 ( 4 ) A $ 0 ( 5 ) 4,502,557 ( 6 ) D
Common Stock 147,800 I Trust for older adult Son
Common Stock 40,400 I Trust for Grandchildren
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
REPASS RANDOLPH K
500 WESTRIDGE DRIVE
WATSONVILLE, CA95076
X X
Signatures
/s/ Pamela Fields, attorney-in-fact 06/05/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective March 13, 2017, the grantor retained annuity trust ("GRAT") distributed 698,617 shares to the Reporting Person as the first annuity payment under the terms of the GRAT.
( 2 )Held by GRAT. Mr. Repass as co-trustee has sole investment power over the shares held by the GRAT, and his brother-in-law has sole voting power over the shares held by the GRAT.
( 3 )Gift to trust for the benefit of younger adult son.
( 4 )Represents restricted stock units ("RSUs") that vest on the earlier of June 1, 2018 or the date of the Issuer's 2018 Annual Meeting of Stockholders.
( 5 )This award of RSUs was granted pursuant to the terms of the West Marine, Inc. Amended and Restated Omnibus Equity Incentive Plan. Each RSU represents a contingent right to receive one share of common stock upon vesting.
( 6 )Does not include 10,123 shares underlying exercisable stock options.

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.