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Form 4 PEERLESS SYSTEMS CORP For: Feb 12 Filed by: Jeffrey A. Hammer

February 13, 2015 10:02 AM EST
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 *
Jeffrey A. Hammer
(Last) (First) (Middle)
C/O PEERLESS SYSTEMS CORPORATION
300 ATLANTIC STREET, SUITE 301
(Street)
STAMFORD CT 06901
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEERLESS SYSTEMS CORP [ PRLS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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   40,793 D (1) 0 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 $ 1.92 02/12/2015   D     30,000   (3) 08/11/2018 Common Stock 30,000 $ 5.08 (2) 0 D  
Options to acquire common stock $ 1.95 02/12/2015   D     10,000   (4) 06/05/2019 Common Stock 10,000 $ 5.05 (2) 0 D  
Options to acquire common stock $ 2.77 02/12/2015   D     10,000   (5) 06/23/2020 Common Stock 10,000 $ 4.23 (2) 0 D  
Options to acquire common stock $ 3.55 02/12/2015   D     2,000   (6) 07/11/2021 Common Stock 2,000 $ 3.45 (2) 0 D  
Options to acquire common stock $ 3.88 02/12/2015   D     2,000   (7) 06/27/2022 Common Stock 2,000 $ 3.12 (2) 0 D  
Options to acquire common stock $ 3.71 02/12/2015   D     2,000   (8) 06/27/2023 Common Stock 2,000 $ 3.29 (2) 0 D  
Options to acquire common stock $ 3.7 02/12/2015   D     2,000   (9) 07/01/2024 Common Stock 2,000 $ 3.3 (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 40,793 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.
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. Twenty-five percent (25%) of the shares subject to such option shall vest and become exercisable on August 11, 2009 (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.
4. Twenty-five percent (25%) of the shares subject to such option shall vest and become exercisable on June 5, 2010 (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.
5. Twenty-five percent (25%) of the shares subject to such options shall vest and become exercisable on June 23, 2011 (the completion of one year of service measured from the grant date). The balance of the shares subject to such options 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.
6. Twenty-five percent (25%) of the shares subject to such option shall vest and become exercisable on July 11, 2012 (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.
7. 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.
8. 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.
9. 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/ Jeffrey A. Hammer 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.

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