SEC FORM 4

SEC Form 4

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^*

Bandera Partners LLC

(Last)

(First)

(Middle)

50 BROAD STREET, SUITE 1820

(Street)

NEW YORK

10004

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/06/2010		M		10,000⁽¹⁾⁽²⁾⁽³⁾	A	$1.95	3,629,320	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	10/06/2010		M		10,000⁽¹⁾⁽²⁾⁽³⁾	A	$1.95	3,639,320	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Acquire Common Stock (Right to Buy)	$1.95	10/06/2010		M			10,000⁽¹⁾⁽²⁾⁽³⁾	⁽⁴⁾	06/05/2019	Common Stock	10,000⁽¹⁾⁽²⁾⁽³⁾	$0⁽⁵⁾	50,000⁽¹⁾⁽²⁾⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Options to Acquire Common Stock (Right to Buy)	$1.95	10/06/2010		M			10,000⁽¹⁾⁽²⁾⁽³⁾	⁽⁴⁾	06/05/2019	Common Stock	10,000⁽¹⁾⁽²⁾⁽³⁾	$0⁽⁶⁾	40,000⁽¹⁾⁽²⁾⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Bandera Partners LLC

(Last)

(First)

(Middle)

50 BROAD STREET, SUITE 1820

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bandera Master Fund LP

(Last)

(First)

(Middle)

50 BROAD STREET, SUITE 1820

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Bylinsky Gregory

(Last)

(First)

(Middle)

50 BROAD STREET, SUITE 1820

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gramm Jefferson

(Last)

(First)

(Middle)

50 BROAD STREET, SUITE 1820

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Shpiz Andrew

(Last)

(First)

(Middle)

50 BROAD STREET, SUITE 1820

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This report is filed jointly by Bandera Partners LLC ("Bandera Partners"), Bandera Master Fund L.P. ("Bandera Master Fund"), Gregory Bylinsky, Jefferson Gramm and Andrew Shpiz. Mr. Bylinsky and Mr. Gramm were nominated by the Issuer for election to the Issuer's board of directors at the Issuer's 2009 annual meeting of stockholders pursuant to the Nomination Agreement, dated May 14, 2009, by and among the Issuer, on the one hand, and Bandera Partners, Bandera Master Fund, Bandera Partners Management LLC, Mr. Bylinsky and Mr. Gramm, on the other hand, and Mr. Bylinsky and Mr. Gramm were reelected as directors at the Issuer's 2010 annual meeting of stockholders. Bandera Master Fund may be deemed a "director by deputization" of the Issuer by virtue of the fact that Mr. Bylinsky and Mr. Gramm serve as directors of the Issuer as reelected nominees of Bandera Master Fund. (continued in footnote 2)

2. Mr. Bylinsky and Mr. Gramm will hold any stock, stock options, restricted stock or stock units or other rights to purchase or receive stock issued to them as compensation for their services as directors of the Issuer (the "Master Fund Securities") as nominees, and for the benefit, of Bandera Master Fund. (continued in footnote 3)

3. Bandera Partners is the investment manager of Bandera Master Fund and may be deemed to have beneficial ownership of the Master Fund Securities and other shares of common stock of the Issuer directly owned by Bandera Master Fund (collectively with the Master Fund Securities, the "Master Fund Shares") by virtue of the sole and exclusive authority granted to Bandera Partners by Bandera Master Fund to vote and dispose of the Master Fund Shares. Mr. Bylinsky, Mr. Gramm and Mr. Shpiz may also be deemed to have beneficial ownership of the Master Fund Shares in their capacities as Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners. Each of Bandera Partners, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz disclaims beneficial ownership of the Master Fund Shares except to the extent of its or his pecuniary interest therein pursuant to Rule 16a-1(a)(2).

4. Twenty-five percent (25%) of the shares subject to such options vested and became exercisable on June 5, 2010 (the completion of one year of service measured from the grant date). One thousand two hundred fifty (1,250) shares subject to such options vested and became exercisable on July 5, 2010, one thousand two hundred fifty (1,250) shares subject to such options vested and became exercisable on August 5, 2010, one thousand two hundred fifty (1,250) shares subject to such options vested and became exercisable on September 5, 2010, and one thousand two hundred fifty (1,250) shares subject to such options vested and became exercisable on October 5, 2010. The balance of the shares subject to such options shall vest and become exercisable in a series of thirty-two (32) successive equal monthly installments upon completion of each additional month of service as a Board member.

5. Options to acquire 30,000 shares of Common Stock were received in connection with Mr. Bylinsky's election as a director of the Issuer on June 5, 2009.

6. Options to acquire 30,000 shares of Common Stock were received in connection with Mr. Gramm's election as a director of the Issuer on June 5, 2009.

	/s/ Gregory Bylinsky - Managing Director, On behalf of Bandera Partners LLC	10/08/2010
	/s/ Gregory Bylinsky - On behalf of Bandera Master Fund L.P., as Managing Director of its General Partner, Bandera Partners Management LLC	10/08/2010
	/s/ Gregory Bylinsky	10/08/2010
	/s/ Jefferson Gramm	10/08/2010
	/s/ Andrew Shpiz	10/08/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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