Sec Form 4 Filing - Cox Robert J III @ Planet Payment Inc - 2017-12-20

Insider filing report for Changes in Beneficial Ownership
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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
Cox Robert J III
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
X __ Officer (give title below) _____ Other (specify below)
President and COO
(Last) (First) (Middle)
C/O PLANET PAYMENT, INC., 670 LONG BEACH BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
12/20/2017
(Street)
LONG BEACH, NY11561
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 12/20/2017 D( 1 ) 244,949 ( 2 ) D $ 4.5 0 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
Stock Option (Right to Buy) $ 1.65 12/20/2017 D 200,000 ( 3 ) 11/29/2019 Common Stock 200,000 ( 3 ) 0 D
Stock Option (Right to Buy) $ 1.25 12/20/2017 D 100,000 ( 3 ) 11/29/2020 Common Stock 100,000 ( 3 ) 0 D
Stock Option (Right to Buy) $ 2 12/20/2017 D 100,000 ( 3 ) 04/11/2021 Common Stock 100,000 ( 3 ) 0 D
Stock Option (Right to Buy) $ 2.8 12/20/2017 D 65,000 ( 3 ) 04/01/2022 Common Stock 65,000 ( 3 ) 0 D
Stock Option (Right to Buy) $ 2.84 12/20/2017 D 37,000 ( 3 ) 05/15/2023 Common Stock 37,000 ( 3 ) 0 D
Stock Option (Right to Buy) $ 2.59 12/20/2017 D 500,000 ( 3 ) 08/03/2025 Common Stock 500,000 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cox Robert J III
C/O PLANET PAYMENT, INC.
670 LONG BEACH BOULEVARD
LONG BEACH, NY11561
President and COO
Signatures
/s/ David R. Fishkin, as Attorney-in-Fact for Robert J. Cox III 12/21/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger by and among Planet Payment, Inc., Fintrax UK Bidco Limited and Fintrax US Acquisition Subsidiary, Inc., dated June October 26, 2017 (the "Merger Agreement"), at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of the Issuer's common stock were automatically cancelled and converted into the right to receive $4.50 per share in cash without interest (the "Merger Consideration").
( 2 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Company Restricted Stock Award, whether vested or unvested, that is outstanding immediately prior thereto became fully vested and all restrictions and repurchase rights thereon lapsed and all such shares of Company Restricted Stock Awards were converted automatically into the right to receive at the Effective Time an amount in cash (without interest thereon) equal to the product of (i) the total number of shares subject to Company Restricted Stock Awards (with the number of shares subject to Company Restricted Stock Awards subject to one or more performance conditions deemed to be equal to target levels) and (ii) the Merger Consideration
( 3 )Pursuant to the terms of the Merger Agreement, immediately prior to, and contingent upon the consummation of, the Closing, each Company Common Stock Option, to the extent then-unvested, automatically vested and became exercise able and, at the Effective Time, each Company Common Stock Option was cancelled for the right to receive an amount (subject to any applicable withholding tax) in cash (without interest thereon) equal to the product obtained by multiplying (A) the number of shares of Company Common Stock subject to such Company Common Stock Option immediately prior to the Effective Time and (B) (he amount by which the Merger Consideration exceeds the per share exercise price of such Company Common Stock Option.

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