0001095315-23-000074.txt : 20231023 0001095315-23-000074.hdr.sgml : 20231023 20231023163534 ACCESSION NUMBER: 0001095315-23-000074 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: LUECHTEFELD MONICA CENTRAL INDEX KEY: 0001226152 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39254 FILM NUMBER: 231340324 MAIL ADDRESS: STREET 1: 6600 NORTH MILITARY TRAIL CITY: BOCA RATON STATE: FL ZIP: 33496 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_1698093323.xml FORM 4 X0508 4 2023-10-23 1 0001095315 PFSWEB INC PFSW 0001226152 LUECHTEFELD MONICA 4455 REGENT BLVD IRVING TX 75063 1 0 0 0 0 Common Stock 2023-10-23 4 D 0 11314 7.50 D 0 D Deferred Stock Unit 0 2023-10-23 4 D 0 136003 0 D Common Stock 136003 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"). Pursuant to the Merger Agreement, effective upon the Effective Time, each Deferred Stock Unit ("DSU") 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 DSUs and (B) the Merger Consideration. /s/ Thomas J. Madden by Power of Attorney 2023-10-19