Sec Form 4 Filing - REPASS RANDOLPH K @ WEST MARINE INC - 2017-06-08

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 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) 06/08/2017 (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 06/08/2017 06/08/2017 G V 2,000 D $ 0 230,600 I By Spouse Common Stock 09/05/2017 09/05/2017 G V 15,000 ( 1 ) D $ 0 215,600 I By Spouse Common Stock 09/05/2017 09/05/2017 G V 200,000 ( 2 ) D $ 0 4,301,171 D Common Stock 09/05/2017 09/05/2017 G V 1,200,000 ( 1 ) D $ 0 3,101,171 D Common Stock 09/14/2017 09/14/2017 D( 3 ) 215,600 D $ 12.97 ( 4 ) 0 I By Spouse Common Stock 09/14/2017 09/14/2017 D( 3 ) 3,101,171 ( 5 ) D $ 12.97 ( 4 ) 0 D Common Stock 09/14/2017 09/14/2017 D( 3 ) 801,383 D $ 12.97 ( 4 ) 0 I (see Footnote) ( 6 ) Common Stock 09/14/2017 09/14/2017 D( 3 ) 372,715 D $ 12.97 ( 4 ) 0 I Trust for younger adult Son Common Stock 09/14/2017 09/14/2017 D( 3 ) 147,800 D $ 12.97 ( 4 ) 0 I Trust for older adult Son Common Stock 09/14/2017 09/14/2017 D( 3 ) 40,400 D $ 12.97 ( 4 ) 0 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 Non-Qualified Stock Option (right to buy) $ 8.99 09/14/2017 09/14/2017 D 10,123 05/26/2017 05/26/2023 Common Stock 10,123 ( 7 ) 0 D

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 09/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Contribution to a donor advised fund. ( 2 )Contribution to the Repass-Rodgers Family Foundation. ( 3 )Outstanding shares of common stock disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 29, 2017, by and among the Issuer, Rising Tide Parent, Inc., a Delaware corporation ("Parent"), and Rising Tide Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, effective September 14, 2017, Merger Sub was merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent. ( 4 )Outstanding shares disposed of pursuant to the Merger Agreement in exchange for $12.97 for each share of the Issuer's common stock held by the Reporting Person. ( 5 )Includes 6,493 restricted stock units ("RSUs") that were accelerated and became fully-vested and then cancelled pursuant to the terms of the Merger Agreement in exchange for a cash payment equal to the product of (i) the total number of shares of the Issuer's common stock subject to the cancelled RSUs multiplied by (ii) $12.97. ( 6 )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. ( 7 )Stock options were cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the total number of shares of the Issuer's common stock subject to the cancelled stock option multiplied by (ii) the excess of $12.97 over the per share exercise price of the stock option.

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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