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

(b)

1. Sole power to vote or direct vote: 787,705 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 787,705 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 August 17, 2017, Engine Jet directly owned 162,963 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 162,963 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 162,963 4. Shared power to dispose or direct the disposition: 0

(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 950,668 Shares.

Percentage: 5.0%

(b)

1. Sole power to vote or direct vote: 950,668 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 950,668 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 950,668 Shares.

Percentage: Approximately 5.0%

(b)

1. Sole power to vote or direct vote: 950,668 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 950,668 4. Shared power to dispose or direct the disposition: 0