SEC Form 4 · accession 0001437749-15-002597
PEERLESS SYSTEMS CORP · PRLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew R. Dickman
Director
Period of report
Feb 12, 2015
Accepted (ET)
Feb 13, 2015 · 9:53 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000897893
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 12, 2015 | U | 5,399 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to acquire common stockF2,F3 | $3.88 | Feb 12, 2015 | D | 10,000 | D | — | Jun 27, 2022 | Common Stock | 10,000 | 0 | D |
| Options to acquire common stockF2,F4 | $3.71 | Feb 12, 2015 | D | 2,000 | D | — | Jun 27, 2023 | Common Stock | 2,000 | 0 | D |
| Options to acquire common stockF2,F5 | $3.70 | Feb 12, 2015 | D | 2,000 | D | — | Jul 1, 2024 | Common Stock | 2,000 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2At 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.
- F3Twenty-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.
- F4Twenty-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.
- F5Twenty-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.