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

The following constitutes the Schedule 13D filed
by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates
to the Common Stock, $0.001 par value (the “Shares”), of PFSweb, Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 505 Millenium Drive, Allen, Texas 75013.

Item 2.

Identity and Background.

(a)       This
statement is filed by:

(i)

Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect to the Shares directly and beneficially owned by it;

(ii)

Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect to the Shares directly and beneficially owned by it;

(iii)

Engine Capital Management, LLC, a Delaware limited liability company (“Engine Management”), as the investment manager of each of Engine Capital and Engine Jet;

(iv)

Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the general partner of each of Engine Capital and Engine Jet; and

(v)

Arnaud Ajdler, as the managing member of Engine Management and Engine Investments.

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of Engine Capital, Engine Jet, Engine Management, Engine Investments, and Mr. Ajdler is
1370 Broadway, 5th Floor, New York, New York 10018.

(c)       The
principal business of each of Engine Capital and Engine Jet is investing in securities. Engine Management is the investment manager
of each of Engine Capital and Engine Jet. Engine Investments serves as the general partner of each of Engine Capital and Engine
Jet. Mr. Ajdler serves as the managing member of each of Engine Management and Engine Investments.

(d)       No
Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

(e)       No
Reporting Person has, during the last five (5) years, been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.