0001095315-23-000072.txt : 20231023 0001095315-23-000072.hdr.sgml : 20231023 20231023163504 ACCESSION NUMBER: 0001095315-23-000072 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231023 FILED AS OF DATE: 20231023 DATE AS OF CHANGE: 20231023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fuentes Mark CENTRAL INDEX KEY: 0001671718 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39254 FILM NUMBER: 231340318 BUSINESS ADDRESS: BUSINESS PHONE: 9728812900 MAIL ADDRESS: STREET 1: 505 MILLENNIUM CITY: ALLEN STATE: TX ZIP: 75013 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PFSWEB INC CENTRAL INDEX KEY: 0001095315 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752837058 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4455 REGENT BLVD CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 972-881-2900 MAIL ADDRESS: STREET 1: 4455 REGENT BLVD CITY: IRVING STATE: TX ZIP: 75063 4 1 wk-form4_1698093295.xml FORM 4 X0508 4 2023-10-23 1 0001095315 PFSWEB INC PFSW 0001671718 Fuentes Mark 4455 REGENT BLVD IRVING TX 75063 0 1 0 0 Senior Vice President & CIO 0 Common Stock 2023-10-23 4 D 0 114384 7.50 D 0 D Restricted Stock Unit - 2021 LTI 2023-10-23 4 D 0 3146 0 D Common Stock 3146 0 D Restricted Stock Unit - 2022 LTI 2023-10-23 4 D 0 3884 0 D Common Stock 3884 0 D Restricted Stock Unit- 2023 LTI 2023-10-23 4 D 0 10699 0 D Common Stock 10699 0 D Performance Share Award- 2023 STI 2023-10-23 4 D 0 10700 0 D Common Stock 10700 0 D Performance Share Award - 2021 LTI 2023-10-23 4 D 0 3146 0 D Common Stock 3146 0 D Performance Share Award - 2022 LTI 2023-10-23 4 D 0 1942 0 D Common Stock 1942 0 D Performance Share Award- 2023 LTI 2023-10-23 4 D 0 4636 0 D Common Stock 4636 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated September 13, 2023 (the "Merger Agreement"), by and among PFSweb, Inc. (the "Company"), GXO Logistics, Inc., a Delaware Corporation ("Parent"), and Peregrine MergerSub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), a copy of which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2023. Pursuant to the Merger Agreement, on October 23, 2023, Merger Sub was merged with and into the Company (the "Merger") with the Company surviving the Merger as the surviving corporation and an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Company ("Common Stock") issued and outstanding immediately prior to the Effective Time (other than (A) shares of Common Stock (1) held in the treasury of the Company or (2) owned by Parent or Merger Sub or any direct or indirect wholly owned subsidiaries of Parent, Merger Sub or the Company and (B) the Appraisal Shares (as defined in the Merger Agreement)), was automatically converted into the right to receive an amount in cash equal to $7.50, without interest (such amount of cash, the "Merger Consideration"). Prior to the conversion of Common Stock, the reporting person directly beneficially owned 114,384 shares, 2,442 shares less than the number previously reported before giving effect to this report. The reporting person and the issuer have diligently reviewed all reporting person transactions and believe that the variance is the result of an inadvertent, administrative reporting error. Pursuant to the Merger Agreement, effective upon the Effective Time, each time-based Restricted Stock Unit ("RSU") that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested, and was cancelled and extinguished and, in exchange therefore, was automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of RSUs and (B) the Merger Consideration. Pursuant to the Merger Agreement, effective upon the Effective Time, each performance-based short-term incentive award ("ST LTI") that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested, taking into account the measurement of the level of achievement of applicable performance goals, and was cancelled and extinguished and, in exchange therefore, was automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of ST LTI and (B) the Merger Consideration. Pursuant to the Merger Agreement, effective upon the Effective Time, each performance-based long-term incentive award ("LTI") that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested, taking into account the measurement of the level of achievement of applicable performance goals, and was cancelled and extinguished and, in exchange therefore, was automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of LTI and (B) the Merger Consideration. The remaining shares of the LTI award that were outstanding immediately prior to the Effective Time were cancelled for no consideration. /s/ Thomas J. Madden by Power of Attorney 2023-10-23