SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hyde Matthew L

(Last)

(First)

(Middle)

C/O WEST MARINE

500 WESTRIDGE DRIVE

(Street)

WATSONVILLE

95076

(City)

(State)

(Zip)

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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/14/2017	03/14/2017	A		43,459⁽¹⁾	A	$0⁽²⁾	179,360	D
Common Stock	03/14/2017	03/14/2017	A		5,256⁽³⁾	A	$9.25	184,616	D
Common Stock	03/14/2017	03/14/2017	F		1,753⁽⁴⁾	D	$9.25	182,863	D
Common Stock	03/14/2017	03/14/2017	F		4,806⁽⁵⁾	D	$9.25	178,057⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 5,256 PVUs on March 14, 2017.

5. Shares withheld to cover the income taxes related to the vesting of 14,419 RSUs on March 14, 2017. These RSUs were awarded on March 14, 2016 and the remaining 29,276 RSUs vest 33% and 34% on March 14, 2018 and 2019, respectively.

6. Includes 81,802 unvested RSUs. Does not include 126,667 exercisable stock options or 13,825 unvested PVUs.

Remarks:

	/s/ Pamela Fields, attorney-in-fact	06/05/2017
	** Signature of Reporting Person	Date
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).
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