4//SEC Filing
PEERLESS SYSTEMS CORP 4
Accession 0001437749-15-002601
CIK 0000897893operating
Filed
Feb 12, 7:00 PM ET
Accepted
Feb 13, 9:57 AM ET
Size
10.1 KB
Accession
0001437749-15-002601
Insider Transaction Report
Form 4
Tsai Yi
Chief Financial Officer
Transactions
- Disposition from Tender
Common Stock
2015-02-12−21,065→ 0 total - Disposition to Issuer
Options to acquire common stock
2015-02-12$3.36/sh−10,000$33,600→ 0 totalExercise: $3.64Exp: 2023-01-15→ Common Stock (10,000 underlying) - Disposition to Issuer
Options to acquire common stock
2015-02-12$3.34/sh−15,000$50,100→ 0 totalExercise: $3.66Exp: 2024-07-01→ Common Stock (15,000 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]All such options vested on January 15, 2014.
- [F4]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.
Documents
Issuer
PEERLESS SYSTEMS CORP
CIK 0000897893
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000897893
Filing Metadata
- Form type
- 4
- Filed
- Feb 12, 7:00 PM ET
- Accepted
- Feb 13, 9:57 AM ET
- Size
- 10.1 KB