SEC FORM 4

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

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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^*

Brog Timothy

(Last)

(First)

(Middle)

C/O PEERLESS SYSTEMS CORPORATION

1055 WASHINGTON BLVD., 8TH FLOOR

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEERLESS SYSTEMS CORP [ PRLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2015		U		461,511	D	⁽¹⁾	0	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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to acquire common stock	$2.29	02/12/2015		D			30,000	⁽³⁾	07/06/2017	Common Stock	30,000	$4.71⁽²⁾	0	D
Options to acquire common stock	$1.88	02/12/2015		D			10,000	⁽⁴⁾	08/11/2018	Common Stock	10,000	$5.12⁽²⁾	0	D
Options to acquire common stock	$1.83	02/12/2015		D			100,000	⁽⁵⁾	12/05/2018	Common Stock	100,000	$5.17⁽²⁾	0	D
Options to acquire common stock	$1.95	02/12/2015		D			10,000	⁽⁶⁾	06/05/2019	Common Stock	10,000	$5.05⁽²⁾	0	D
Options to acquire common stock	$2.24	02/12/2015		D			50,000	⁽⁷⁾	09/15/2019	Common Stock	50,000	$4.76⁽²⁾	0	D
Options to acquire common stock	$2.77	02/12/2015		D			10,000	⁽⁸⁾	06/23/2020	Common Stock	10,000	$4.23⁽²⁾	0	D
Options to acquire	$3.99	02/12/2015		D			50,000	⁽⁹⁾	03/12/2022	Common Stock	50,000	$3.01⁽²⁾	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of December 22, 2014, by and among Peerless Systems Corporation (the "Company"), Mobius Acquisition, LLC, a Delaware limited liability company ("Parent"), Mobius Acquisition Merger Sub, Inc., a wholly owned subsidiary of Parent ("Acquisition Sub"), (the "Merger Agreement"), the reporting person disposed of 461,511 shares of the Company's common stock in the Offer (as defined in the Merger Agreement) for $7.00 (the "Offer Price") per share in cash.

2. At the Effective Time, each Company Option with an exercise price less than the Offer Price was cancelled and converted into the right to receive, at the Effective Time or as soon as practicable thereafter, a cash payment with respect thereto equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (B) the excess, if any, of the Offer Price over the exercise price per share of Company Common Stock subject to such Company Option and subject to any applicable withholding taxes.

3. Twenty-five percent of the shares subject to this option vest on the first anniversary of the grant date of July 6, 2007. One thirty-sixth of the remaining shares subject to this option vest on each monthly anniversary thereafter.

4. Twenty-five percent of the shares subject to this option vest on the first anniversary of the grant date of August 11, 2008. One thirty-sixth of the remaining shares subject to this option vest on each monthly anniversary thereafter.

5. Fifty percent of the shares subject to this option vested on the grant date of December 5, 2008. Twenty-five percent of the balance of the shares subject to this option vested on the first anniversary of the grant date. One thirty-sixth of the remaining shares subject to this option vested on each monthly anniversary thereafter.

6. Twenty-five percent of the shares subject to this option vest on the first anniversary of the grant date of June 5, 2009. One thirty-sixth of the remaining shares subject to this option vest on each monthly anniversary thereafter.

7. Twenty-five percent of the shares subject to this option vest on the first anniversary of the grant date of September 15, 2009. One thirty-sixth of the remaining shares subject to this option vest on each monthly anniversary thereafter.

8. Twenty-five percent of the shares subject to this option vest on the first anniversary of the grant date of June 23, 2010. One thirty-sixth of the remaining shares subject to this option vest on each monthly anniversary thereafter.

9. One twenty-fourth of such options will vest on each monthly anniversary of the grant date of March 12, 2012 for a period of two years.

	/s/ Timothy E. Brog	02/13/2015
	** 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).
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