4//SEC Filing
PEERLESS SYSTEMS CORP 4
Accession 0001437749-15-002603
CIK 0000897893operating
Filed
Feb 12, 7:00 PM ET
Accepted
Feb 13, 9:59 AM ET
Size
21.9 KB
Accession
0001437749-15-002603
Insider Transaction Report
Form 4
Brog Timothy E
Director
Transactions
- Disposition from Tender
Common Stock
2015-02-12−461,511→ 0 total - Disposition to Issuer
Options to acquire common stock
2015-02-12$4.71/sh−30,000$141,300→ 0 totalExercise: $2.29Exp: 2017-07-06→ Common Stock (30,000 underlying) - Disposition to Issuer
Options to acquire common stock
2015-02-12$5.12/sh−10,000$51,200→ 0 totalExercise: $1.88Exp: 2018-08-11→ Common Stock (10,000 underlying) - Disposition to Issuer
Options to acquire common stock
2015-02-12$5.17/sh−100,000$517,000→ 0 totalExercise: $1.83Exp: 2018-12-05→ Common Stock (100,000 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$4.76/sh−50,000$238,000→ 0 totalExercise: $2.24Exp: 2019-09-15→ Common Stock (50,000 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
2015-02-12$3.01/sh−50,000$150,500→ 0 totalExercise: $3.99Exp: 2022-03-12→ Common Stock (50,000 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 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.
- [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 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.
- [F4]Twenty-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.
- [F5]Fifty 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.
- [F6]Twenty-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.
- [F7]Twenty-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.
- [F8]Twenty-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.
- [F9]One 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.
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, 9:59 AM ET
- Size
- 21.9 KB