Edgar Filing: PFSWEB INC

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

G2 Investment Partners Management LLC

2. Issuer Name and Ticker or Trading Symbol
PFSWEB INC [PFSW]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE ROCKEFELLER PLAZA, 23RD FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2015

(Street)

NEW YORK, NY 10020

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (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	08/24/2015	08/24/2015	S		7,300	D	$ 12.4	1,871,315	I	See Footnote ⁽¹⁾
Common Stock	08/24/2015	08/24/2015	P		49,282	A	$ 12.3087	1,920,597	I	See Footnote ⁽¹⁾
Common Stock	08/25/2015	08/25/2015	S		57,528	D	$ 12.6935 ⁽²⁾	1,863,069	I	See Footnote ⁽¹⁾
Common Stock	08/25/2015	08/25/2015	P		69,662	A	$ 12.7446 ⁽³⁾	1,932,731	I	See Footnote ⁽¹⁾
Common Stock	08/26/2015	08/26/2015	S		58,830	D	$ 12.7494 ⁽⁴⁾	1,873,901	I	See Footnote ⁽¹⁾
Common Stock	08/26/2015	08/26/2015	P		57,364	A	$ 12.8098	1,931,265	I	See Footnote ⁽¹⁾
Common Stock	08/27/2015	08/27/2015	S		35,309	D	$ 13.0005 ⁽⁵⁾	1,895,956	I	See Footnote ⁽¹⁾
Common Stock	08/27/2015	08/27/2015	P		81,700	A	$ 13.028	1,977,656	I	See Footnote ⁽¹⁾
Common Stock	08/28/2015	08/28/2015	S		100,242	D	$ 13.0257 ⁽⁶⁾	1,877,414	I	See Footnote ⁽¹⁾
Common Stock	08/28/2015	08/28/2015	P		34,181	A	$ 13.0023	1,911,595	I	See Footnote ⁽¹⁾
Common Stock	08/31/2015	08/31/2015	S		52,822	D	$ 13.0034 ⁽⁷⁾	1,858,773	I	See Footnote ⁽¹⁾
Common Stock	08/31/2015	08/31/2015	P		55,469	A	$ 12.9817	1,914,242	I	See Footnote ⁽¹⁾
Common Stock	09/01/2015	09/01/2015	S		10,128	D	$ 13.0046 ⁽⁸⁾	1,904,114	I	See Footnote ⁽¹⁾
Common Stock	09/01/2015	09/01/2015	P		19,886	A	$ 12.9579 ⁽⁹⁾	1,924,000	I	See Footnote ⁽¹⁾
Common Stock	09/02/2015	09/02/2015	P		5,500	A	$ 13.0045	1,929,500	I	See Footnote ⁽¹⁾
Common Stock	09/02/2015	09/02/2015	S		21,493	D	$ 13.007 ⁽¹⁰⁾	1,908,007	I	See Footnote ⁽¹⁾
Common Stock	09/03/2015	09/03/2015	S		30,207	D	$ 13.0277 ⁽¹¹⁾	1,877,800	I	See Footnote ⁽¹⁾
Common Stock	09/03/2015	09/03/2015	P		38,622	A	$ 13.0303	1,916,422	I	See Footnote ⁽¹⁾
Common Stock	09/04/2015	09/04/2015	S		86,110	D	$ 13.1339 ⁽¹²⁾	1,830,312	I	See Footnote ⁽¹⁾
Common Stock	09/04/2015	09/04/2015	P		40,268	A	$ 13.2069	1,870,580	I	See Footnote ⁽¹⁾
Common Stock	09/08/2015	09/08/2015	P		18,012	A	$ 13.5879	1,888,592	I	See Footnote ⁽¹⁾
Common Stock	09/08/2015	09/08/2015	S		47,173	D	$ 13.5295 ⁽¹³⁾	1,841,419	I	See Footnote ⁽¹⁾
Common Stock	09/09/2015	09/09/2015	S		14,000	D	$ 13.6094 ⁽¹⁴⁾	1,827,419	I	See Footnote ⁽¹⁾
Common Stock	09/09/2015	09/09/2015	P		39,593	A	$ 13.4496 ⁽¹⁵⁾	1,867,012	I	See Footnote ⁽¹⁾
Common Stock	09/10/2015	09/10/2015	S		13,363	D	$ 13.301	1,853,649	I	See Footnote ⁽¹⁾
Common Stock	09/10/2015	09/10/2015	P		41,558	A	$ 13.3073 ⁽¹⁶⁾	1,895,207	I	See Footnote ⁽¹⁾
Common Stock	09/11/2015	09/11/2015	P		33,872	A	$ 13.3982 ⁽¹⁷⁾	1,929,079	I	See Footnote ⁽¹⁾
Common Stock	09/11/2015	09/11/2015	S		41,665	D	$ 13.3537 ⁽¹⁸⁾	1,887,414	I	See Footnote ⁽¹⁾
Common Stock	09/16/2015	09/16/2015	S		38,328	D	$ 13.6389 ⁽¹⁹⁾	$ 1,849,086	I	See Footnote ⁽¹⁾
Common Stock	09/16/2015	09/16/2015	P		12,186	A	$ 13.6538	1,861,272	I	See Footnote ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
G2 Investment Partners Management LLC ONE ROCKEFELLER PLAZA, 23RD FLOOR NEW YORK, NY 10020		X
G2 Investment Partners GP LLC ONE ROCKEFELLER PLAZA, 23RD FLOOR NEW YORK, NY 10020		X
Goldberg Josh ONE ROCKEFELLER PLAZA, 23RD FLOOR NEW YORK, NY 10020		X

Signatures

G2 Investment Partners Management LLC, By: Josh Goldberg, Managing Member, /s/ Josh Goldberg		09/18/2015
^**Signature of Reporting Person		Date
G2 Investment Partners GP LLC, By: Josh Goldberg, Managing Member, /s/ Josh Goldberg		09/18/2015
^**Signature of Reporting Person		Date
/s/ Josh Goldberg		09/18/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are held in the accounts of private investment funds managed by G2 Investment Partners Management LLC ("G2 Investment Partners Management") and may be deemed to be beneficially owned by (i) G2 Investment Partners Management, (ii) G2 Investment Partners GP LLC, and (iii) Josh Goldberg, the managing member of G2 Investment Partners Management and G2 Investment Partners GP LLC (collectively, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
(2)	The reported price is the weighted average sale price for sales on August 25, 2015 by the Reporting Persons. The actual prices of such sales ranged from $12.5144 to $12.84. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(3)	The reported price is the weighted average purchase price for purchases on August 25, 2015 by the Reporting Persons. The actual prices of such purchases ranged from $12.7299 to $12.92. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(4)	The reported price is the weighted average sale price for sales on August 26, 2015 by the Reporting Persons. The actual prices of such sales ranged from $12.7305 to $12.922. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(5)	The reported price is the weighted average sale price for sales on August 27, 2015 by the Reporting Persons. The actual prices of such sales ranged from $12.9644 to $13.0914. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(6)	The reported price is the weighted average sale price for sales on August 28, 2015 by the Reporting Persons. The actual prices of such sales ranged from $12.9708 to $13.0479. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(7)	The reported price is the weighted average sale price for sales on August 31, 2015 by the Reporting Persons. The actual prices of such sales ranged from $12.9293 to $13.0328. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(8)	The reported price is the weighted average sale price for sales on September 1, 2015 by the Reporting Persons. The actual prices of such sales ranged from $12.99 to $13.0084. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(9)	The reported price is the weighted average purchase price for purchases on September 1, 2015 by the Reporting Persons. The actual prices of such purchases ranged from $12.9456 to $12.9845. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(10)	The reported price is the weighted average sale price for sales on September 2, 2015 by the Reporting Persons. The actual prices of such sales ranged from $12.96 to $13.0213. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(11)	The reported price is the weighted average sale price for sales on September 3, 2015 by the Reporting Persons. The actual prices of such sales ranged from $12.9942 to $13.0505. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(12)	The reported price is the weighted average sale price for sales on September 4, 2015 by the Reporting Persons. The actual prices of such sales ranged from $13.1216 to $13.2765. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(13)	The reported price is the weighted average sale price for sales on September 8, 2015 by the Reporting Persons. The actual prices of such sales ranged from $13.4688 to $13.6786. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(14)	The reported price is the weighted average sale price for sales on September 9, 2015 by the Reporting Persons. The actual prices of such sales ranged from $13.6049 to $13.6112. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(15)	The reported price is the weighted average purchase price for purchases on September 9, 2015 by the Reporting Persons. The actual prices of such purchases ranged from $13.2942 to $13.4916. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(16)	The reported price is the weighted average purchase price for purchases on September 10, 2015 by the Reporting Persons. The actual prices of such purchases ranged from $13.2819 to $13.3137. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(17)	The reported price is the weighted average purchase price for purchases on September 11, 2015 by the Reporting Persons. The actual prices of such purchases ranged from $13.385 to $13.3983. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(18)	The reported price is the weighted average sale price for sales on September 11, 2015 by the Reporting Persons. The actual prices of such sales ranged from $13.3501 to $13.48. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(19)	The reported price is the weighted average sale price for sales on September 16, 2015 by the Reporting Persons. The actual prices of such sales ranged from $13.6388 to $13.64. The Reporting Persons undertake to provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

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