SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment
No. 1)
PFSweb,
Inc.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
717098206
(CUSIP Number)
Hoak
Public Equities, L.P.
3963 Maple Avenue, Suite 450
Dallas, Texas 75219
(214) 855-2284
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June
16, 2020
(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 Rule 13d-1(e), 13d-1(f) or 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
Rule 13d-7 for other parties to whom copies are to be sent.
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).
1
|
NAME
OF REPORTING PERSONS
Hoak
Public Equities, 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
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
762,009
|
8
|
SHARED
VOTING POWER
-0-
|
9
|
SOLE
DISPOSITIVE POWER
762,009
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
762,009
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.91%*
|
14
|
TYPE
OF REPORTING PERSON
PN
|
*This
calculation is based on 19,465,753 shares of Common Stock of the Issuer outstanding as of May 4, 2020, as disclosed on the Issuer’s
Form 10-Q filed with the SEC on May 8, 2020.
1
|
NAME
OF REPORTING PERSONS
Hoak
Fund Management, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
762,009
|
8
|
SHARED
VOTING POWER
-0-
|
9
|
SOLE
DISPOSITIVE POWER
762,009
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
762,009
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.91%*
|
14
|
TYPE
OF REPORTING PERSON
PN
|
*
This calculation is based on 19,465,753 shares of Common Stock of the Issuer outstanding as of May 4, 2020, as disclosed on the
Issuer’s Form 10-Q filed with the SEC on May 8, 2020.
1
|
NAME
OF REPORTING PERSONS
Hoak
& Co.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
762,009
|
8
|
SHARED
VOTING POWER
-0-
|
9
|
SOLE
DISPOSITIVE POWER
762,009
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
762,009
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.91%*
|
14
|
TYPE
OF REPORTING PERSON
CO
|
*
This calculation is based on 19,465,753 shares of Common Stock of the Issuer outstanding as of May 4, 2020, as disclosed on the
Issuer’s Form 10-Q filed with the SEC on May 8, 2020.
1
|
NAME
OF REPORTING PERSONS
J.
Hale Hoak
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
762,009
|
8
|
SHARED
VOTING POWER
-0-
|
9
|
SOLE
DISPOSITIVE POWER
762,009
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
762,009
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.91%*
|
14
|
TYPE
OF REPORTING PERSON
IN
|
*This
calculation is based on 19,465,753 shares of Common Stock of the Issuer outstanding as of May 4, 2020, as disclosed on the Issuer’s
Form 10-Q filed with the SEC on May 8, 2020.
1
|
NAME
OF REPORTING PERSONS
James
M. Hoak
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
762,009
|
8
|
SHARED
VOTING POWER
-0-
|
9
|
SOLE
DISPOSITIVE POWER
762,009
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
762,009
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.91%*
|
14
|
TYPE
OF REPORTING PERSON
IN
|
*
This calculation is based on 19,465,753 shares of Common Stock of the Issuer outstanding as of May 4, 2020, as disclosed on the
Issuer’s Form 10-Q filed with the SEC on May 8, 2020.
AMENDMENT
NO. 1 TO SCHEDULE 13D
This
Amendment No. 1 to Schedule 13D (this “First Amendment”) amends and supplements the Schedule 13D originally
filed on December 31, 2018 (the “Original 13D” and together with the First Amendment, the “Schedule
13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed
to them in the Original 13D.
This
First Amendment amends Items 2, 4, 5 and 7 as set forth below. As set forth below, as a result of the transactions described herein,
on June 16, 2020, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the Common
Stock. The filing of this First Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for
the Reporting Persons.
Item
2. Identity and Background
Item
2 is hereby amended and supplemented as follows:
“CDW
and CDW Management were dissolved in 2019 and ceased reporting in connection therewith.”
Item
4. Purpose of Transaction
Item
4 is hereby supplemented and superseded, as the case may be, as follows:
“This
First Amendment is being filed to report that the Reporting Persons are no longer the beneficial owners of five percent or more
of the Issuer’s Common Stock, and so this First Amendment constitutes an “exit filing” with respect to this
Schedule 13D by the Reporting Persons.
The
Reporting Persons may make, or cause, further dispositions of shares of Common Stock from time to time and may dispose of, or
cause to be disposed, any or all of the Common Stock beneficially owned by them at any time, in each case depending on market
conditions and other factors. In addition, the Reporting Persons may acquire, or cause to be acquired, additional beneficial ownership
of shares of Common Stock at any time depending on market conditions and factors.”
Item
5. Interest in Securities of the Issuer.
Paragraphs
(a), (c) and (e) of Item 5 of the Schedule 13D are amended and restated in their entirety as follows:
“(a)
|
As
of the date of this Schedule 13D, based upon 19,465,753 shares of Common Stock outstanding (as disclosed on the Issuer’s
Form 10-Q filed with the SEC on May 4, 2020): (a) HPE directly owns an aggregate of 762,009 shares of Common Stock, representing
approximately 3.91% of the outstanding Common Stock; (b) Hoak Management, in its capacity as HPE’s general partner, may
be deemed to beneficially own an aggregate of 762,009 shares of Common Stock, representing approximately 3.91% of the outstanding
Common Stock; and (c) each of Hoak and Co. (in its capacity as the general partner of Hoak Management), James M. Hoak (in his
capacity as Hoak & Co.’s controlling shareholder), and J. Hale Hoak (in his capacity as Hoak & Co.’s President)
may be deemed to beneficially own an aggregate of 762,009 shares of Common Stock, representing approximately 3.91% of the outstanding
Common Stock.”
|
|
|
“(c)
|
Schedule
A hereto sets forth all transactions in the Common Stock within the past 60 days by any Reporting Person. All such transactions
were effected on the open market. Except for the transactions set forth on Schedule A, none of the Reporting Persons effected
any transaction in the Common Stock during the past 60 days.”
|
|
|
“(e)
|
As
a result of the transactions described herein, on June 16, 2020, the Reporting Persons ceased to be the beneficial owner of more
than five percent (5%) of the Common Stock of the Issuer based on the number of shares of Common Stock outstanding as reported
by the Issuer on May 4, 2020. The filing of this First Amendment represents the final amendment to the Schedule 13D and constitutes
an exit filing for the Reporting Persons.”
|
Item
7. Material to Be Filed as Exhibits
99.1
|
Joint
Filing Agreement dated June 22, 2020 by and among Hoak Public Equities, L.P., Hoak Fund Management, L.P., Hoak &
Co., James M. Hoak and J. Hale Hoak
|
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.
Hoak
Public Equities, L.P.
|
Hoak
Fund Management, L.P.
|
|
|
By:
|
Hoak Fund Management, L.P., its general partner
|
By:
|
Hoak & Co., its general partner
|
|
|
By:
|
Hoak & Co., its general partner
|
|
|
|
By:
|
/s/ J. Hale Hoak
|
|
By:
|
/s/ J. Hale Hoak
|
|
|
J. Hale Hoak
|
|
J. Hale Hoak
|
|
President
|
|
President
|
|
|
|
|
Hoak
& Co.
|
James
M. Hoak
|
|
|
By:
|
/s/ J. Hale Hoak
|
|
By:
|
/s/ James M. Hoak
|
|
|
J. Hale Hoak
|
|
James M. Hoak
|
|
President
|
|
|
|
|
|
J.
Hale Hoak
|
|
|
|
By:
|
/s/ J. Hale Hoak
|
|
|
|
J. Hale Hoak
|
|
|
|
Schedule
A
Transactions
– Last 60 days
Hoak
Public Equities, L.P.
Date
|
Transaction
|
Shares
|
Price
Per Share
|
04/21/20
|
Sale
|
527
|
$3.50
|
06/16/20
|
Sale
|
117,813
|
$7.48
|
06/17/20
|
Sale
|
31,804
|
$7.79
|
06/17/20
|
Sale
|
22,866
|
$7.77
|
06/18/20
|
Sale
|
25,000
|
$7.75
|
06/18/20
|
Sale
|
40,608
|
$7.76
|
Grafico Azioni Pfsweb (NASDAQ:PFSW)
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