PFSW Pfsweb Inc

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Butler James Joseph III	2. Issuer Name and Ticker or Trading Symbol PFSWEB INC [ PFSW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Executive Vice President
(Last)          (First)          (Middle) C/O PFSWEB, INC., 505 MILLENNIUM DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/30/2020
(Street) ALLEN, TX 75013 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Award - 2020 STI	(1)	6/30/2020		A		12351		(1)	(1)	Common Stock	12351.0	$0	12351	D
Performance Share Award	(2)(3)	6/30/2020		A		300000		(4)	6/30/2024	Common Stock	300000.0	$0	300000	D

Explanation of Responses:
(1)	Issuance of Performance Share Award under the Company's Stock and Incentive Plan. Each performance share represents the contingent right to receive one share of Common Stock. Subject to vesting based upon the the achievement by the Company and/or a business unit thereof of performance goals measured by adjusted EBITDA and/or revenue for the 2020 fiscal year (subject to adjustment) and/or based upon continued employment.
(2)	Each performance share represents the contingent right to receive one share of Common Stock.
(3)	These awards were previously disclosed on a Form 4 dated 6/13/2018. The shares underlying such awards were subject to approval of the Company's Stock and Incentive Plan by shareholders. This plan was approved on 6/30/2020 and the awards were granted on the same day.
(4)	Subject to vesting based on meeting certain trailing 12 month financial metrics at any time through 6/30/2024.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Butler James Joseph III C/O PFSWEB, INC. 505 MILLENNIUM DRIVE ALLEN, TX 75013			Executive Vice President

Signatures
/s/ Thomas J Madden by Power of Attorney		7/2/2020
**Signature of Reporting Person		Date