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

PFSweb, Inc. (NASDAQ:PFSW): Arnaud Ajdler’s Engine Capital, L.P. filed an amended 13D.

You can check out Engine Capital, L.P.’s latest holdings and filings here.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
ENGINE CAPITAL 1,041,605 1,041,605 1,041,605 5.5%
ENGINE JET CAPITAL 215,215 215,215 215,215 1.1%
ENGINE CAPITAL MANAGEMENT 1,256,820 1,256,820 1,256,820 6.6%
ENGINE INVESTMENTS 1,256,820 1,256,820 1,256,820 6.6%
ARNAUD AJDLER 1,256,820 1,256,820 1,256,820 6.6%

Page 1 of 10 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

PFSweb, Inc.

(Name
of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

717098206

(CUSIP Number)

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

November 9, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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Page 2 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
ENGINE CAPITAL, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,041,605
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,041,605
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,041,605
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
ENGINE JET CAPITAL, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 215,215
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
215,215
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,215
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON
PN
3

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Page 4 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
ENGINE CAPITAL MANAGEMENT, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,256,820
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,256,820
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,256,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
OO
4

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Page 5 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
ENGINE INVESTMENTS, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,256,820
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,256,820
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,256,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
OO
5

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Page 6 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
ARNAUD AJDLER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BELGIUM
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,256,820
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,256,820
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,256,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
IN
6

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Page 7 of 10 – SEC Filing

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
7

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Page 8 of 10 – SEC Filing

(c) The transactions in the Shares by Engine Jet during the past sixty (60) days are set forth in Schedule
A
and are incorporated herein by reference.
C. Engine Management
(a) Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed
to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Management may be
deemed to beneficially own 1,256,820 Shares.

Percentage: 6.6%

(b) 1. Sole power to vote or direct vote: 1,256,820
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,256,820
4. Shared power to dispose or direct the disposition: 0
(c) Engine Management has not entered into any transactions in the Shares during the past (60) sixty days.
D. Engine Investments
(a) Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the
Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Investments may be deemed to beneficially
own 1,256,820 Shares.

Percentage: Approximately 6.6%

(b) 1. Sole power to vote or direct vote: 1,256,820
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,256,820
4. Shared power to dispose or direct the disposition: 0
(c) Engine Investments has not entered into any transactions in the Shares during the past (60) sixty days.
E. Arnaud Ajdler
(a) Mr. Ajdler, as the managing member of Engine Management and Engine Investments, may be deemed to
beneficially own the 1,256,820 Shares owned beneficially by Engine Management and Engine Investments.

Percentage: Approximately 6.6%

(b) 1. Sole power to vote or direct vote: 1,256,820
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,256,820
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Ajdler has not entered into any transactions in the Shares during the past sixty (60) days.
8

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Page 9 of 10 – SEC Filing

SIGNATURES

After reasonable inquiry and to the best
of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.

November 13, 2017

Engine Capital, L.P.
By: Engine Investments, LLC,
General Partner
By:  /s/ Arnaud Ajdler
Name:  Arnaud Ajdler
Title: Managing Member
Engine Jet Capital, L.P.
By: Engine Investments, LLC,
General Partner
By:  /s/ Arnaud Ajdler
Name:  Arnaud Ajdler
Title: Managing Member
Engine Capital Management, LLC
By:  /s/ Arnaud Ajdler
Name:  Arnaud Ajdler
Title: Managing Member
Engine Investments, LLC
By:  /s/ Arnaud Ajdler
Name:  Arnaud Ajdler
Title: Managing Member
/s/ Arnaud Ajdler
ARNAUD AJDLER
9

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Page 10 of 10 – SEC Filing

SCHEDULE A

Transactions in the Shares During
the Past Sixty (60) Days

Nature of the Transaction Amount of Securities
Purchased / (Sold)
Price Per Share ($) Date of
Purchase / Sale

Engine
Capital, L.P.

 

Purchase of Common Stock 7,203 8.0449 09/21/2017
Purchase of Common Stock 166 8.1700 09/26/2017
Purchase of Common Stock 16,573 8.2478 10/09/2017
Purchase of Common Stock 9,343 8.1454 10/23/2017
Purchase of Common Stock 8,261 8.1628 10/24/2017
Purchase of Common Stock 10,857 8.1988 10/25/2017
Purchase of Common Stock 746 8.0931 10/26/2017
Purchase of Common Stock 5,263 8.3000 10/27/2017
Purchase of Common Stock 1 8.1000 10/27/2017
Purchase of Common Stock 6,713 8.3339 10/30/2017
Purchase of Common Stock 10,617 8.3723 10/31/2017
Purchase of Common Stock 232 8.1000 11/01/2017
Purchase of Common Stock 57,141 6.9187 11/09/2017
Purchase of Common Stock 3,762 6.4964 11/09/2017
Purchase of Common Stock 46,294 6.8720 11/10/2017
Purchase of Common Stock 22,034 6.9430 11/13/2017

Engine
Jet Capital, L.P.

 

Purchase of Common Stock 1,489 8.0449 09/25/2017
Purchase of Common Stock 34 8.1700 09/28/2017
Purchase of Common Stock 3,427 8.2478 10/11/2017
Purchase of Common Stock 1,930 8.1454 10/25/2017
Purchase of Common Stock 1,706 8.1628 10/26/2017
Purchase of Common Stock 2,243 8.1988 10/27/2017
Purchase of Common Stock 154 8.0931 10/30/2017
Purchase of Common Stock 1,087 8.3000 10/31/2017
Purchase of Common Stock 1,387 8.3339 11/01/2017
Purchase of Common Stock 2,193 8.3723 11/02/2017
Purchase of Common Stock 48 8.1000 11/03/2017
Purchase of Common Stock 11,709 6.9187 11/13/2017
Purchase of Common Stock 771 6.4964 11/13/2017
Purchase of Common Stock 9,487 6.8720 11/14/2017
Purchase of Common Stock 4,515 6.9430 11/15/2017

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