SEC Form 4 · accession 0001437749-15-002601
PEERLESS SYSTEMS CORP · PRLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Yi Tsai
Officer — Chief Financial Officer
Period of report
Feb 12, 2015
Accepted (ET)
Feb 13, 2015 · 9:57 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 | 21,065 | — | 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 | $3.64 | Feb 12, 2015 | D | 10,000 | D | — | Jan 15, 2023 | Common Stock | 10,000 | 0 | D |
| Options to acquire common stockF2,F4 | $3.66 | Feb 12, 2015 | D | 15,000 | D | — | Jul 1, 2024 | Common Stock | 15,000 | 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 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.
- 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.
- F3All such options vested on January 15, 2014.
- F4Such 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.