X0306 4 2013-06-27 0 0000897893 PEERLESS SYSTEMS CORP PRLS 0001553403 Stein Gerald A. C/O PEERLESS SYSTEMS CORPORATION 1055 WASHINGTON BLVD, 8TH FLOOR STAMFORD CT 06901 1 0 0 0 Common Stock 2013-06-27 4 A 0 2696 A 2696 D Options to acquire common stock 3.71 2013-06-27 4 A 0 2000 A 2023-06-27 Common Stock 2000 12000 D Such shares of restricted common stock were issued to Mr. Stein upon his re-election to the Board at the Company's 2013 annual meeting of stockholders. One half of these shares will vest on the earlier of(i)June 27, 2014 or (ii)the date of the Company's 2014 annual meeting of stockholders, and the other half will vest on the earlier of (i)June 27, 2015 or (ii) the date of the Company's 2015 annual meeting of stockholders. All shares were received in consideration for Mr. Stein's service as a director of the Company. 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. All options were received in consideration for Mr. Stein 's service as a director of the Company. /s/ Gerald A. Stein 2013-06-28