SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Planet Payment Inc [ PLPM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/03/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 70,408 | D | ||||||||
| Common Stock | 03/03/2016 | S | 3,377(1) | D | $3.26 | 1,994,136 | I | See Footnote(2) | ||
| Common Stock | 03/03/2016 | S | 205(1) | D | $3.26 | 118,291 | I | See Footnote(3) | ||
| Common Stock | 03/03/2016 | S | 7,518(1) | D | $3.26 | 4,438,749 | I | See Footnote(4) | ||
| Common Stock | 03/03/2016 | S | 308(1) | D | $3.26 | 184,472 | I | See Footnote(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents shares sold pursuant to a Rule 10b5-1 Plan. |
| 2. These securities are owned directly by Fund II-A. The Reporting Person, CPSM, CPS III, CPS II, Fund III, Fund III-A, Fund II-B and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund II-A as a result of their relationships described in the Remarks (below). The Reporting Person, CPSM, CPS III, CPS II, Fund III, Fund III-A, and Fund II-B and each of the Managing Members disclaim beneficial ownership of the securities held directly by Fund II-A, except to the extent of their respective pecuniary interests therein. |
| 3. These securities are owned directly by Fund II-B. The Reporting Person, CPSM, CPS III, CPS II, Fund III, Fund III-A, Fund II-A and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund II-B as a result of their relationships described in the Remarks (below). The Reporting Person, CPSM, CPS III, CPS II, Fund III, Fund III-A, and Fund II-A and each of the Managing Members disclaim beneficial ownership of the securities held directly by Fund II-B, except to the extent of their respective pecuniary interests therein. |
| 4. These securities are owned directly by Fund III. The Reporting Person, CPSM, CPS III, CPS II, Fund III-A, Fund II-A, Fund II-B and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III as a result of their relationships described in the Remarks (below). The Reporting Person, CPSM, CPS III, CPS II, Fund III-A, Fund II-A and Fund II-B and each of the Managing Members disclaim beneficial ownership of the securities held directly by Fund III, except to the extent their respective pecuniary interests therein. |
| 5. These securities are owned directly by Fund III-A. The Reporting Person, CPSM, CPS III, CPS II, Fund III, Fund II-A, Fund II-B and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund III-A as a result of their relationships described in the Remarks (below). The Reporting Person, CPSM, CPS III, CPS II, Fund III, Fund II-A and Fund II-B and each of the Managing Members disclaim beneficial ownership of the securities held directly by Fund III-A, except to the extent of their respective pecuniary interests therein. |
| Remarks: |
| This report is the same as the Form 4 filed by the Reporting Person of even date and consists of two (2) parts, which together comprise a single Form 4. This is part 1 of 2. This report is being filed jointly by Camden Partners Strategic Manager, LLC ("CPSM"), Camden Partners Strategic III, LLC ("CPS III"), Camden Partners Strategic II, LLC ("CPS II"), Camden Partners Strategic Fund III, LP ("Fund III"), Camden Partners Strategic Fund III-A, LP ("Fund III-A"), Camden Partners Strategic Fund II-A, LP ("Fund II-A") and Camden Partners Strategic Fund II-B, LP ("Fund II-B") and Messrs. David L. Warnock, Donald W. Hughes, Christopher Kersey, J. Todd Sherman, Jason Tagler and Shane Kim (collectively, the "Managing Members" and together with CPSM, CPS III, CPS II, Fund III, Fund III-A, Fund II-A and Fund II-B, the "Reporting Persons"). The Managing Members are the managing members of CPSM, which is the managing member of CPS III. Donald Hughes and David Warnock are the managing members of CPS II. CPS III is the general partner of Fund III and Fund III-A. CPS II is the general partner of Fund II-A and Fund II-B. Mr. Kim is a director of the Issuer. |
| /s/ J. Todd Sherman, Attorney-in-Fact for Shane L. Kim | 03/07/2016 | |
| /s/ J. Todd Sherman, Attonrey-in-Fact for Donald W. Hughes | 03/07/2016 | |
| /s/ By Camden Partners Strategic Manager, LLC, By J. Todd Sherman, Managing Member | 03/07/2016 | |
| /s/ By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By J. Todd Sherman, Managing Member | 03/07/2016 | |
| /s/ By Camden Partners Strategic II, LLC, By J. Todd Sherman, Attorney-in-Fact for Donald W. Hughes, Managing Member | 03/07/2016 | |
| /s/ By Camden Partners Strategic Fund III, LP, By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, LLC, By J. Todd Sherman, Managing Member | 03/07/2016 | |
| /s/ By Camden Partners Strategic Fund III-A, LP, By Camden Partners Strategic III, LLC, By Camden Partners Strategic Manager, By J. Todd Sherman, Managing Member | 03/07/2016 | |
| /s/ By Camden Partners Strategic Fund II-A, LP, By Camden Partners Strategic II, LLC, By J. Todd Sherman, Attorney-in-Fact for Donald W. Hughes, Managing Member | 03/07/2016 | |
| /s/ By Camden Partners Strategic Fund II-B, LP, By Camden Partners Strategic II, LLC, By J. Todd Sherman, Attorney-in-Fact for Donald W. Hughes, Managing Member | 03/07/2016 | |
| /s/ J. Todd Sherman, Attorney-in-Fact for David L. Warnock | 03/07/2016 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||