SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/04/2015 | 3. Issuer Name and Ticker or Trading Symbol Planet Payment Inc [ PLPM ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 100,000(1) | D | |
Common Stock | 47,274(2) | D | |
Common Stock | 2,880 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | (3) | 05/15/2021 | Common Stock | 95,000 | 2.15(4) | D | |
Stock Option (Right to Buy) | (3) | 03/08/2022 | Common Stock | 24,000 | 2.56(4) | D | |
Stock Option (Right to Buy) | (5) | 04/17/2023 | Common Stock | 16,000 | 2.8(4) | D | |
Stock Option (Right to Buy) | (6) | 08/03/2025 | Common Stock | 150,000 | 2.59(7) | D |
Explanation of Responses: |
1. This is a restricted stock grant under the Issuer's 2012 Equity Incentive Plan (the "Plan"), pursuant to which 25,000 shares of common stock vest in three (3) equal annual installments on each of May 1, 2016, May 1, 2017 and May 1, 2018, subject to a certain minimum price condition with respect to the market price of the common stock and acceleration upon a change in control; and the remaining 75,000 shares of common stock become fully vested upon the achievement of a certain minimum price condition with respect to the market price of the common stock or minimum EBITDA. |
2. These shares are restricted stock grants under the Plan, pursuant to which 40,000 shares of common stock will become fully vested upon the achievement of a minimum market capitalization of the Issuer, and the remaining 7,274 shares of common stock will become fully vested over a period of three years from the date of grant, in three equal yearly installments of one-third each on each anniversary of the date of grant. |
3. This is a stock option grant under the Plan and has fully vested at this time. |
4. Represents the closing price of Issuer common stock on each of May 16, 2011; March 9, 2012; and April 18, 2013, respectively. |
5. These are stock option grants under the Plan and will be vested and exercisable over a period of three years from the date of grant, in three equal yearly installments of one-third (1/3rd) each on each anniversary of the date of grant. |
6. This is a stock option grant under the Plan and will be vested and exercisable at the rate of one-third (1/3rd) of the total number of shares annually on May 1, 2016, May 1, 2017 and May 1, 2018, subject to certain conditions as set forth in the Plan. |
7. Represents the closing price of Issuer common stock on August 4, 2015. |
Remarks: |
/s/ David R. Fishkin, as attorney-in-fact | 08/14/2015 | |
** 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 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). | ||
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. |