13D Filing: Engine Capital, L.P. and PFSweb, Inc. (PFSW)

The following constitutes Amendment No. 1 to the
Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically
set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased
by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 1,041,605
Shares beneficially owned by Engine Capital is approximately $6,259,120, including brokerage commissions. The aggregate purchase
price of the 215,215 Shares beneficially owned by Engine Jet is approximately $1,382,781, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended
and restated to read as follows:

The aggregate
percentage of Shares reported owned by each person named herein is based upon 19,020,005 Shares outstanding, as of November 6,
2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 9, 2017.

A.

Engine Capital

(a)

As of the close of business on November 13, 2017, Engine Capital directly owned 1,041,605 Shares.

Percentage: 5.5%

(b)

1. Sole power to vote or direct vote: 1,041,605 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,041,605 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Engine Capital during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.

B.

Engine Jet

(a)

As of the close of business on November 13, 2017, Engine Jet directly owned 215,215 Shares.

Percentage: 1.1%

(b)

1. Sole power to vote or direct vote: 215,215 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 215,215 4. Shared power to dispose or direct the disposition: 0