X0306 4 2014-07-30 0 0000897893 PEERLESS SYSTEMS CORP PRLS 0001565415 Tsai Yi 51 CROSS HWY WESTPORT CT 06880 0 1 0 0 Chief Financial Officer Common Stock 2014-07-30 4 A 0 15000 A 21065 D Options to acquire common stock 3.66 2014-07-30 4 A 0 15000 0 A 2024-07-30 Common Stock 15000 15000 D Such shares 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 Mr. Tsai remains an employee in good standing continuing to fulfill his duties as the Company's Chief Financial Officer at the time of filing. 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 Mr. Tsai remains an employee in good standing continuing to fulfill his duties as the Company's Chief Financial Officer at the time of filing. /s/ Yi Tsai 2014-07-31