SEC Form 4 · accession 0001437749-15-002603
PEERLESS SYSTEMS CORP · PRLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy Brog
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Feb 12, 2015
Accepted (ET)
Feb 13, 2015 · 9:59 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 | 461,511 | — | 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 | $2.29 | Feb 12, 2015 | D | 30,000 | D | — | Jul 6, 2017 | Common Stock | 30,000 | 0 | D |
| Options to acquire common stockF2,F4 | $1.88 | Feb 12, 2015 | D | 10,000 | D | — | Aug 11, 2018 | Common Stock | 10,000 | 0 | D |
| Options to acquire common stockF2,F5 | $1.83 | Feb 12, 2015 | D | 100,000 | D | — | Dec 5, 2018 | Common Stock | 100,000 | 0 | D |
| Options to acquire common stockF2,F6 | $1.95 | Feb 12, 2015 | D | 10,000 | D | — | Jun 5, 2019 | Common Stock | 10,000 | 0 | D |
| Options to acquire common stockF2,F7 | $2.24 | Feb 12, 2015 | D | 50,000 | D | — | Sep 15, 2019 | Common Stock | 50,000 | 0 | D |
| Options to acquire common stockF2,F8 | $2.77 | Feb 12, 2015 | D | 10,000 | D | — | Jun 23, 2020 | Common Stock | 10,000 | 0 | D |
| Options to acquireF2,F9 | $3.99 | Feb 12, 2015 | D | 50,000 | D | — | Mar 12, 2022 | Common Stock | 50,000 | 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 461,511 shares of the Company's common stock in the Offer (as defined in the Merger Agreement) for $7.00 (the "Offer Price") per share in cash.
- 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 of the shares subject to this option vest on the first anniversary of the grant date of July 6, 2007. One thirty-sixth of the remaining shares subject to this option vest on each monthly anniversary thereafter.
- F4Twenty-five percent of the shares subject to this option vest on the first anniversary of the grant date of August 11, 2008. One thirty-sixth of the remaining shares subject to this option vest on each monthly anniversary thereafter.
- F5Fifty percent of the shares subject to this option vested on the grant date of December 5, 2008. Twenty-five percent of the balance of the shares subject to this option vested on the first anniversary of the grant date. One thirty-sixth of the remaining shares subject to this option vested on each monthly anniversary thereafter.
- F6Twenty-five percent of the shares subject to this option vest on the first anniversary of the grant date of June 5, 2009. One thirty-sixth of the remaining shares subject to this option vest on each monthly anniversary thereafter.
- F7Twenty-five percent of the shares subject to this option vest on the first anniversary of the grant date of September 15, 2009. One thirty-sixth of the remaining shares subject to this option vest on each monthly anniversary thereafter.
- F8Twenty-five percent of the shares subject to this option vest on the first anniversary of the grant date of June 23, 2010. One thirty-sixth of the remaining shares subject to this option vest on each monthly anniversary thereafter.
- F9One twenty-fourth of such options will vest on each monthly anniversary of the grant date of March 12, 2012 for a period of two years.