4//SEC Filing
PEERLESS SYSTEMS CORP 4
Accession 0001437749-15-002605
CIK 0000897893operating
Filed
Feb 12, 7:00 PM ET
Accepted
Feb 13, 10:01 AM ET
Size
23.6 KB
Accession
0001437749-15-002605
Insider Transaction Report
Form 4
Jeffrey A. Hammer
Director
Transactions
- Disposition from Tender
Common Stock
2015-02-12−40,793→ 0 total - Disposition to Issuer
Options to acquire common stock
2015-02-12$5.08/sh−30,000$152,400→ 0 totalExercise: $1.92Exp: 2018-08-11→ Common Stock (30,000 underlying) - Disposition to Issuer
Options to acquire common stock
2015-02-12$5.05/sh−10,000$50,500→ 0 totalExercise: $1.95Exp: 2019-06-05→ Common Stock (10,000 underlying) - Disposition to Issuer
Options to acquire common stock
2015-02-12$4.23/sh−10,000$42,300→ 0 totalExercise: $2.77Exp: 2020-06-23→ Common Stock (10,000 underlying) - Disposition to Issuer
Options to acquire common stock
2015-02-12$3.45/sh−2,000$6,900→ 0 totalExercise: $3.55Exp: 2021-07-11→ Common Stock (2,000 underlying) - Disposition to Issuer
Options to acquire common stock
2015-02-12$3.12/sh−2,000$6,240→ 0 totalExercise: $3.88Exp: 2022-06-27→ Common Stock (2,000 underlying) - Disposition to Issuer
Options to acquire common stock
2015-02-12$3.29/sh−2,000$6,580→ 0 totalExercise: $3.71Exp: 2023-06-27→ Common Stock (2,000 underlying) - Disposition to Issuer
Options to acquire common stock
2015-02-12$3.30/sh−2,000$6,600→ 0 totalExercise: $3.70Exp: 2024-07-01→ Common Stock (2,000 underlying)
Footnotes (9)
- [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 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.
- [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]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
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, 10:01 AM ET
- Size
- 23.6 KB