X0306 4 2015-02-12 1 0000897893 PEERLESS SYSTEMS CORP PRLS 0001565415 Tsai Yi 51 CROSS HWY WESTPORT CT 06880 1 Chief Financial Officer Common Stock 2015-02-12 4 U 0 21065 D 0 D Options to acquire common stock 3.64 2015-02-12 4 D 0 10000 3.36 D 2023-01-15 Common Stock 10000 0 D Options to acquire common stock 3.66 2015-02-12 4 D 0 15000 3.34 D 2024-07-01 Common Stock 15000 0 D 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. 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. All such options vested on January 15, 2014. 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. /s/ Yi Tsai 2015-02-13