Sec Form 4 Filing - KINDERHOOK, LP @ Planet Payment Inc - 2014-01-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person KINDERHOOK, LP 2. Issuer Name and Ticker or Trading Symbol Planet Payment Inc [ PLPM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) TWO EXECUTIVE DRIVE, SUITE 585 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2014 (Street) FORT LEE, NJ07024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 01/03/2014 S 50,000 D $ 2.97 5,452,165 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KINDERHOOK, LP TWO EXECUTIVE DRIVE, SUITE 585 FORT LEE, NJ07024 See Remarks KINDERHOOK GP LLC TWO EXECUTIVE DRIVE, SUITE 585 FORT LEE, NJ07024 X KINDERHOOK PARTNERS, LLC TWO EXECUTIVE DRIVE, SUITE 585 FORT LEE, NJ07024 X Shah Tushar TWO EXECUTIVE DRIVE, SUITE 585 FORT LEE, NJ07024 X CLEARMAN STEPHEN J TWO EXECUTIVE DRIVE, SUITE 585 FORT LEE, NJ07024 X Signatures /s/ Tushar Shah, Managing Member of Kinderhook, LP's General Partner 01/07/2014 Signature of Reporting Person Date /s/ Tushar Shah, Managing Member of Kinderhook GP, LLC 01/07/2014 Signature of Reporting Person Date /s/ Tushar Shah, Managing Member of Kinderhook Partners, LLC 01/07/2014 Signature of Reporting Person Date /s/ Tushar Shah 01/07/2014 Signature of Reporting Person Date /s/ Stephen J. Clearman 01/07/2014 Signature of Reporting Person Date

Explanation of Responses:

Remarks: On November 13, 2013, Planet Payment, Inc. filed Form 10-Q for the quarter ending September 30, 2013, which reported that as of October 31, 2013, Planet Payment, Inc. had 54,807,308 shares of Common Stock outstanding with a par value of $0.01. Based on the reported shares outstanding, Kinderhook, LP; Kinderhook GP, LLC; Kinderhook Partners, LLC; Tushar Shah; and Stephen J. Clearman were no longer the beneficial owners, directly or indirectly, of more than ten percent of any class of Planet Payment, Inc.'s securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934. Mr. Tushar Shah; Mr. Stephen J. Clearman, Kinderhook Partners, LLC; Kinderhook GP, LLC; and Kinderhook, LP disclaim beneficial ownership of the shares of Planet Payment, Inc. Common Stock except to the extent of his or its respective pecuniary interest, if any, therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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