0001437749-15-002597.txt : 20150213 0001437749-15-002597.hdr.sgml : 20150213 20150213095326 ACCESSION NUMBER: 0001437749-15-002597 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150212 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PEERLESS SYSTEMS CORP CENTRAL INDEX KEY: 0000897893 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 953732595 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 1055 WASHINGTON BLVD STREET 2: 8TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-350-0044 MAIL ADDRESS: STREET 1: 1055 WASHINGTON BLVD STREET 2: 8TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dickman Matthew R. CENTRAL INDEX KEY: 0001553328 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21287 FILM NUMBER: 15609497 MAIL ADDRESS: STREET 1: C/O PEERLESS SYSTEMS CORPORATION STREET 2: 1055 WASHINGTON BLVD, 8TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 4 1 rdgdoc.xml FORM 4 X0306 4 2015-02-12 1 0000897893 PEERLESS SYSTEMS CORP PRLS 0001553328 Dickman Matthew R. C/O PEERLESS SYSTEMS CORPORATION 1055 WASHINGTON BLVD., 8TH FLOOR STAMFORD CT 06901 1 Common Stock 2015-02-12 4 U 0 5399 D 0 D Options to acquire common stock 3.88 2015-02-12 4 D 0 10000 3.12 D 2022-06-27 Common Stock 10000 0 D Options to acquire common stock 3.71 2015-02-12 4 D 0 2000 3.29 D 2023-06-27 Common Stock 2000 0 D Options to acquire common stock 3.70 2015-02-12 4 D 0 2000 3.30 D 2024-07-01 Common Stock 2000 0 D 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 5,399 shares of the Company's common stock in the Offer (as defined in the Merger Agreement) for $7.00 per share in cash, including 4,051 shares unvested restricted stock that became fully vested and the restrictions thereon lapsed upon the Offer Closings. 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. Twenty-five percent (25%) of the shares subject to such option shall vest and become exercisable on June 27, 2013 (the completion of one year of service measured from the grant date). The balance of the shares subject to such option shall vest and become exercisable in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service until all of the options are vested. The option became fully vested upon the closing of the Offer. Twenty-five percent (25%) of the shares subject to such option shall vest and become exercisable on June 27, 2014 (the completion of one year of service measured from the grant date). The balance of the shares subject to such option shall vest and become exercisable in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service after June 27, 2014 until all of the options are vested. The option became fully vested upon the closing of the Offer. Twenty-five percent (25%) of the shares subject to such option shall vest and become exercisable on July 1, 2015 (the completion of one year of service measured from the grant date). The balance of the shares subject to such option shall vest and become exercisable in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service after July 1, 2015 until all of the options are vested. The option became fully vested upon the closing of the Offer. /s/ Matthew Dickman 2015-02-13