Ray D'Aponte Form 4 Planet Payment / Ray D'Aponte ownership change

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^*

D'Aponte Ray

(Last) (First) (Middle)

C/O PLANET PAYMENT, INC.

670 LONG BEACH BOULEVARD

(Street)

LONG BEACH NY 11561

(City) (State) (Zip)

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)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	12/20/2017		D(1)		81,568(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 (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
Stock Option (Right to Buy)	$2.15	12/20/2017		D			95,000	(3)	04/25/2021	Common Stock	95,000	(3)	0	D
Stock Option (Right to Buy)	$2.56	12/20/2017		D			24,000	(3)	03/08/2022	Common Stock	24,000	(3)	0	D
Stock Option (Right to Buy)	$2.8	12/20/2017		D			16,000	(3)	04/17/2023	Common Stock	16,000	(3)	0	D
Stock Option (Right to Buy)	$2.59	12/20/2017		D			150,000	(3)	08/03/2025	Common Stock	150,000	(3)	0	D
Stock Option (Right to Buy)	$2.62	12/20/2017		D			100,000	(3)	03/01/2026	Common Stock	100,000	(3)	0	D

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.

	/s/ David R. Fishkin, as Attorney-in-Fact for Raymond D'Aponte	12/21/2017
	** 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).
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