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*
Beck Philip D

(Last) (First) (Middle)
C/O PLANET PAYMENT, INC.
670 LONG BEACH BLVD.

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2014
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 03/10/2014 A 150,000 (1) A $0.01 2,202,622 D
Common Stock 03/11/2014 M 69,063 A $2.5 2,271,685 D
Common Stock 03/11/2014 M 68,099 A $1.2 2,339,784 D
Common Stock 03/11/2014 M 75,000 A $1.7 2,414,784 D
Common Stock 03/11/2014 S 463,162 D $3.3 1,951,622 D
Common Stock 44,700 I By daughter (2)
Common Stock 45,100 I By son (2)
Common Stock 46,500 I By Reporting Person as custodian for his son (2)
Common Stock 5,000 I By Reporting Person's spouse (2)
Common Stock 21,000 I By Planet Payment 401(k) FBO Philip Beck (2)
Common Stock 9,700 I By MSSB C/F Philip Beck IRA Standard DTD (2)
Common Stock 22,000 I By BDP Realty Associates, LLC (2) (3)
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) $2.5 03/11/2014 M 69,063 01/01/2008 12/31/2014 Common Stock 69,063 $0 69,063 D
Stock Option (Right to Buy) $1.2 03/11/2014 M 68,099 11/01/2011 12/09/2018 Common Stock 68,099 $0 0 D
Stock Option (Right to Buy) $1.7 03/11/2014 M 75,000 01/01/2013 12/31/2019 Common Stock 75,000 $0 0 D
Explanation of Responses:
1. This is a restricted stock grant under the Issuer's 2012 Equity Incentive Plan, and will be 100% vested when the market price of the Issuer's common stock on or before May 31, 2015 is at least $6.00 per share for 30 consecutive trading days, provided that the Reporting Person is still serving as Chairman of the Issuer's board of directors as of such date. Vesting on the shares will be 100% accelerated upon certain events occurring on or before May 31, 2015.
2. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
3. The Reporting Person holds a 1/3 membership interest in BDP Realty Associates, LLC.
Remarks:
/s/ Graham N. Arad, as attorney-in-fact for Philip D. Beck 03/12/2014
** 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).
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