X0306 4 2014-07-01 0 0000897893 PEERLESS SYSTEMS CORP PRLS 0001442477 Jeffrey A. Hammer C/O PEERLESS SYSTEMS CORPORATION 300 ATLANTIC STREET, SUITE 301 STAMFORD CT 06901 1 0 0 0 Common Stock 2014-07-01 4 A 0 2703 A 40793 D Options to acquire common stock 3.7 2014-07-01 4 A 0 2000 A 2024-07-01 Common Stock 2000 58000 D Such shares of restricted common stock were issued to Mr. Hammer upon his re-election to the Board at the Company's 2014 annual meeting of stockholders. One half of these shares will vest on the earlier of (i) July 1, 2015 or (ii) the date of the Company's 2015 annual meeting of stockholders, and the other half will vest on the earlier of (i) July 1, 2016 or (ii) the date of the Company's 2016 annual meeting of stockholders. All shares were received in consideration for Mr. Hammer's service as a director of the Company. Includes 36,742 shares of common stock and 4,051 shares of restricted common stock. Twenty-five percent (25%) of the shares subject to such option shall vest and become exercisable on July 1, 2015 (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 July 1, 2015 until all of the options are vested. All options were received in consideration for Mr. Hammer's service as a director of the Company. /s/ Jeffrey A. Hammer 2014-07-08