0001095315-23-000080.txt : 20231023
0001095315-23-000080.hdr.sgml : 20231023
20231023163651
ACCESSION NUMBER: 0001095315-23-000080
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: WILLOUGHBY MICHAEL C
CENTRAL INDEX KEY: 0001233465
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39254
FILM NUMBER: 231340339
MAIL ADDRESS:
STREET 1: PFSWEB INC
STREET 2: 500 N CENTRAL EXPRESSWAY
CITY: PLANO
STATE: TX
ZIP: 75074
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_1698093402.xml
FORM 4
X0508
4
2023-10-23
1
0001095315
PFSWEB INC
PFSW
0001233465
WILLOUGHBY MICHAEL C
4455 REGENT BLVD
IRVING
TX
75063
1
1
0
0
CEO/President
0
Common Stock
2023-10-23
4
D
0
669807
7.50
D
0
D
Restricted Stock Unit - 2021 LTI
2023-10-23
4
D
0
18213
0
D
Common Stock
18213
0
D
Restricted Stock Unit - 2022 LTI
2023-10-23
4
D
0
22065
0
D
Common Stock
22065
0
D
Performance Share Award- 2023 STI
2023-10-23
4
D
0
58612
0
D
Common Stock
58612
0
D
Performance Share Award - 2021 LTI
2023-10-23
4
D
0
33146
0
D
Common Stock
33146
0
D
Performance Share Award - 2022 LTI
2023-10-23
4
D
0
35394
0
D
Common Stock
35394
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 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.
/s/ Thomas J. Madden by Power of Attorney
2023-10-23