X0303 4 2010-08-26 0 0000897893 PEERLESS SYSTEMS CORP PRLS 0001374187 Brog Timothy E PEERLESS SYSTEMS CORPORATION 2361 ROSECRANS AVE EL SEGUNDO CA 90254 1 1 0 0 Chief Executive Officer Common stock 2010-08-26 4 A 0 200000 A 413700 D Includes 200,000 shares of restricted stock issued to Mr. Brog pursuant to the Employment Agreement, dated August 26, 2010, between Mr. Brog and Peerless Systems Corporation. One quarter of such shares will vest if prior to August 26, 2013 the average closing price of the Company's common stock on the Nasdaq Capital Market is greater than or equal to the target prices of $3.75, $4.00, $4.25 and $4.50, respectively, for 15 consecutive trading days. Additional information regarding such shares is included in the Employment Agreement included as an exhibit to the Company's Current Report on Form 8-K filed with the SEC today. /s/ Timothy E. Brog 2010-08-30