UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PEERLESS SYSTEMS CORP 1055 WASHINGTON BLVD 8TH FLOOR STAMFORD, CT 06901 |
 |  X |  | see footnote 1 below |
/s/ Timothy E. Brog | 09/15/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Reporting Person does not own any securities of the Issuer as of the date of the filing of this report on Form 3. This Form 3 is being filed by the Reporting Person to report the number of shares over which the Reporting Person will have sole voting and dispositive power upon the closing of a stock purchase agreement dated September 3, 2014 (the "SPA") by and among the Reporting Person, the Issuer and Vicis Capital Master Fund ("Vicis"). Pursuant to the SPA, the Reporting Person intends to acquire on closing (i) 12,310,458 shares of Common Stock from Vicis; and (ii) 126,000 shares of Common Stock from the Issuer. The purchase of the shares of Common Stock reported hereunder by the Reporting Person is expected to close on or before September 30, 2014. This Form 3 is being filed at this time because no material contingencies exist that are not waivable by the Reporting Person. |