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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PEERLESS SYSTEMS CORP [ PRLS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/12/2015 | U | 21,065 | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options to acquire common stock | $3.64 | 02/12/2015 | D | 10,000 | (3) | 01/15/2023 | Common Stock | 10,000 | $3.36(2) | 0 | D | ||||
Options to acquire common stock | $3.66 | 02/12/2015 | D | 15,000 | (4) | 07/01/2024 | Common Stock | 15,000 | $3.34(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 21,065 shares of the Company's common stock in the Offer (as defined in the Merger Agreement) for $7.00 per share in cash, including 15,000 shares unvested restricted stock that became fully vested and the restrictions thereon lapsed upon the Offer Closings. |
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. All such options vested on January 15, 2014. |
4. Such options shall vest upon the Company's timely filing of its annual report on Form 10-K for the fiscal year ending January 31, 2015 with the U.S. Securities and Exchange Commission, provided that the reporting person remains an employee in good standing continuing to fulfill his duties as the Company's Chief Financial Officer at the time of filing. The option became fully vested upon the closing of the Tender offer. |
/s/ Yi Tsai | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |