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