FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bracken Laura L.
  2. Issuer Name and Ticker or Trading Symbol
PFSWEB INC [PFSW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CAO/Senior Vice President
(Last)
(First)
(Middle)
9250 N. ROYAL LANE, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2023
(Street)

IRVING, TX 75063
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Award- 2023 STI (1) (1) 03/06/2023   A   10,434     (1)   (1) Common Stock 10,434 $ 0 10,434 D  
Performance Share Award- 2023 LTI (2) (2) 03/06/2023   A   13,563     (2)   (2) Common Stock 13,563 $ 0 13,563 D  
Restricted Stock Unit- 2023 LTI (3) (3) 03/06/2023   A   10,433     (3)   (3) Common Stock 10,433 $ 0 10,433 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Bracken Laura L.
9250 N. ROYAL LANE, SUITE 100
IRVING, TX 75063
      CAO/Senior Vice President  

Signatures

 /s/ Thomas J Madden by Power of Attorney   03/20/2023
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Issuance of Performance Share Award under the Company's Stock and Incentive Plan. Each performance share represents the contingent right to receive one share of Common Stock. Subject to vesting based upon the achievement by the Company and/or a business unit thereof of performance goals measured by adjusted EBITDA and/or revenue for the 2023 fiscal year (subject to adjustment) and contingent upon continued employment.
(2) Issuance of Performance Share Award under the Company's Stock and Incentive Plan. Each performance share represents the contingent right to receive one share of Common Stock. Subject to three year annual vesting beginning in the 2023 fiscal year, contingent upon continued employment and achievement by the Company of certain financial performance goals, and the other terms and conditions of the Plan and PSU Award Agreement.
(3) Issuance of Restricted Stock Unit Award under the Company's Stock and Incentive Plan. Each RSU represents a right to receive one share of Common Stock. Subject to three year annual vesting beginning in the 2023 fiscal year, contingent upon continued employment, and the other terms and conditions of the Plan and RSU Award Agreement.

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