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

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 787,705 787,705 787,705 4.1%
ENGINE JET CAPITAL 162,963 162,963 162,963 Less%
ENGINE CAPITAL MANAGEMENT 950,668 950,668 950,668 5.0%
ENGINE INVESTMENTS 950,668 950,668 950,668 5.0%
ARNAUD AJDLER 950,668 950,668 950,668 5.0%

Page 1 of 12 – 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

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)

August 7, 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 12 – 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 787,705
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
787,705
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
787,705
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 12 – 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 162,963
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
162,963
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
162,963
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
3

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Page 4 of 12 – 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 950,668
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
950,668
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,668
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON
OO
4

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Page 5 of 12 – 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 950,668
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
950,668
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,668
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON
OO
5

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Page 6 of 12 – 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 950,668
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
950,668
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,668
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON
IN
6

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Page 7 of 12 – SEC Filing

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.

7

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Page 8 of 12 – SEC Filing

(f)       Mr.
Ajdler is a citizen of Belgium.

Item 3. Source and Amount of Funds or Other Consideration.

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 787,705
Shares beneficially owned by Engine Capital is approximately $6,773,944, including brokerage commissions. The aggregate purchase
price of the 162,963 Shares beneficially owned by Engine Jet is approximately $1,431,413, including brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor
to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market
or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has
any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or
following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a
continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and
investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry
conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they
deem appropriate, including, without limitation, engaging in communications with management and the Board of Directors (the
“Board”) of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and
the Reporting Persons’ investment, making proposals to the Issuer concerning strategic alternatives, changes to the
capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing
additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction
with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage
of Shares reported owned by each person named herein is based upon 18,983,505 Shares outstanding, as of August 4, 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 August 9, 2017.

A. Engine Capital
(a) As of the close of business on August 17, 2017, Engine Capital directly owned 787,705 Shares.

Percentage: 4.1%

8

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Page 9 of 12 – SEC Filing

(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
9

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Page 10 of 12 – SEC Filing

(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 950,668 Shares owned beneficially by Engine Management and Engine Investments.

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
(c) Mr. Ajdler has not entered into any transactions in the Shares during the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On August 17, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.
A copy of the Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Other than as described herein, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person,
with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.
99.1 Joint Filing Agreement by and among Engine Capital, L.P., Engine Jet Capital, L.P., Engine Investments,
LLC, Engine Capital Management, LLC and Arnaud Ajdler, dated August 17, 2017.
10

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Page 11 of 12 – 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.

August 17, 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
11

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Page 12 of 12 – 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 3,449 7.3487 06/20/2017
Purchase of Common Stock 4,142 7.6982 06/26/2017
Purchase of Common Stock 2,651 7.7434 07/06/2017
Purchase of Common Stock 2,550 7.8625 07/10/2017
Purchase of Common Stock 331 7.9888 07/12/2017
Purchase of Common Stock 5,490 7.8500 07/28/2017
Purchase of Common Stock 5,000 7.7000 08/01/2017
Purchase of Common Stock 4,143 7.7000 08/01/2017
Purchase of Common Stock 4,143 7.6000 08/04/2017
Purchase of Common Stock 6,357 7.3000 08/07/2017
Purchase of Common Stock 1,657 7.3970 08/10/2017

Engine
Jet Capital, L.P.

 

Purchase of Common Stock 858 7.6982 06/26/2017
Purchase of Common Stock 549 7.7434 07/06/2017
Purchase of Common Stock 531 7.8625 07/10/2017
Purchase of Common Stock 69 7.9888 07/12/2017
Purchase of Common Stock 1,135 7.8500 07/28/2017
Purchase of Common Stock 857 7.7000 08/01/2017
Purchase of Common Stock 857 7.6000 08/04/2017
Purchase of Common Stock 1,315 7.3000 08/07/2017
Purchase of Common Stock 343 7.3970 08/10/2017

 

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