SC 13D/A 1 sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3 TO

SCHEDULE 13D

Under the Securities Exchange Act of 1934

PFSweb, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

717098206

(CUSIP Number)

transcosmos inc.

Attn: Takeshi Kamiya, Representative Director, Co-President

Shibuya First Tower, 1-2-20, Higashi, Shibuya-ku, Tokyo 150-0011

Japan

Telephone: 81-50-1751-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 21, 2023

(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.

* 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).

CUSIP No. 717098206

1	NAMES OF REPORTING PERSONS transcosmos inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐ Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 3,678,779
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,678,779
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,678,779
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ NOT APPLICABLE
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2%⁽¹⁾
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1)	The percentages used herein are calculated based upon 22,745,012 outstanding shares of the Issuer as of August 1, 2023.

CUSIP No. 717098206

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on May 24, 2013 (the “Schedule 13D”), with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of PFSweb, Inc., a Delaware Corporation (the “Company”), as the Schedule 13D was amended on December 23, 2013 and March 25, 2014. Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D, as amended. The Reporting Person hereby amends and supplements the Schedule 13D as follows.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:

This Schedule 13D relates to the tender offer by Peregrine MergerSub I, Inc., a Delaware corporation (“Merger Sub” or “Purchaser”) and a wholly-owned subsidiary of GXO Logistics, Inc., a Delaware corporation (“Parent” or “GXO”) , to purchase all of the issued and outstanding shares (other than shares held in the Company’s treasury or owned by any subsidiary of the Company, Parent, Purchaser or any other wholly-owned subsidiary of Parent, in each case, as of immediately prior to the commencement of the Offer) at an offer price per share of $7.50 (such amount as may be increased, decreased or adjusted in accordance with the Merger Agreement (defined below), the “Offer Price”) in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 21, 2023 and in the related Letter of Transmittal (which offer, upon such terms and subject to such conditions, as it and they may be amended or supplemented from time to time, constitutes the “Offer”).

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of September 13, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and PFSweb.

Purchaser commenced the Offer on September 21, 2023. Subject to the terms and conditions of the Merger Agreement and the Offer, the Offer will initially expire at midnight 12:00, New York City time, on October 20, 2023 (such time, or such subsequent time to which the expiration of the Offer is extended in accordance with the terms of the Merger Agreement, the “Expiration Time” and such date, or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of the Merger Agreement, the “Expiration Date”).

As a result of considering the contents of the Offer, transcosmos inc. (the “Reporting Person”) has determined to tender into the Offer. There can be no assurance that the Offer will be successful. Further, the Reporting Person has the right to withdraw its shares from the Offer prior to the Expiration Time.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 16, 2023

transcosmos inc.

/s/ Takeshi Kamiya
Name: Takeshi Kamiya

Title: Representative Director, Co- President

SEC Form SC 13D/A filed by PFSweb Inc. (Amendment)