PFSWEB INC filed this 4 on 04/21/2011.
	Outline	Printer Friendly	First Page »

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LAYTON MARK C (Last) (First) (Middle) C/O PFSWEB, 500 N. CENTRAL EXPRESSWAY, SUITE 500 (Street) PLANO TX 75074 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PFSWEB INC [PFSW]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman/CEO
	3. Date of Earliest Transaction (Month/Day/Year) 04/19/2011
	4. If Amendment, Date of 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

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
Common Stock	04/19/2011	04/19/2011	M	V	52,472	A	$ 4.28	183,947	D
Common Stock	04/19/2011	04/19/2011	S	V	52,472	D	$ 6.39 (1)	131,475	D
Common Stock	04/20/2011	04/20/2011	M	V	20,396	A	$ 4.28	151,871	D
Common Stock	04/20/2011	04/20/2011	S	V	20,396	D	$ 6.17 (1)	131,475	D
Common Stock	04/21/2011	04/21/2011	M	V	23,849	A	$ 4.28	155,324	D
Common Stock	04/21/2011	04/21/2011	S	V	23,849	D	$ 6.04 (1)	131,475	D

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

Option to buy (2)

$ 4.28

04/19/2011

04/19/2011

M

V

52,472

(3)

12/05/2011

Common Stock

52,472

$ 4.28

73,923

D

Option to buy (2)

$ 4.28

04/20/2011

04/20/2011

M

V

20,396

(3)

12/05/2011

Common Stock

20,396

$ 4.28

53,527

D

Option to buy (2)

$ 4.28

04/21/2011

04/21/2011

M

V

23,849

(3)

12/05/2011

Common Stock

23,849

$ 4.28

29,678

D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.00 to $6.56 inclusive. The reporting person undertakes to provide to PFSweb, Inc., any security holder thereof or the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. Exercise of employee stock option

3. These shares became exercisable on a cumulative basis from December 5, 2001 to December 5, 2002

	Mark C. Layton	04/21/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.