0001213900-13-000027.txt : 20130104 0001213900-13-000027.hdr.sgml : 20130104 20130104155617 ACCESSION NUMBER: 0001213900-13-000027 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130104 DATE AS OF CHANGE: 20130104 GROUP MEMBERS: ANDREW LERNER GROUP MEMBERS: BRETT BARIS GROUP MEMBERS: INTER-ATLANTIC ADVISORS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Planet Payment Inc CENTRAL INDEX KEY: 0001362925 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 134084693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87116 FILM NUMBER: 13511634 BUSINESS ADDRESS: STREET 1: 670 LONG BEACH BLVD CITY: LONG BEACH STATE: NY ZIP: 11561 BUSINESS PHONE: 516-670-3200 MAIL ADDRESS: STREET 1: 670 LONG BEACH BLVD CITY: LONG BEACH STATE: NY ZIP: 11561 FORMER COMPANY: FORMER CONFORMED NAME: Planet Group Inc DATE OF NAME CHANGE: 20060516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTER-ATLANTIC FUND, LP CENTRAL INDEX KEY: 0001565797 IRS NUMBER: 980230407 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2 CHURCH ST. STREET 2: P.O BOX 1022 CITY: HAMILTON HMDX STATE: D0 ZIP: 00000 BUSINESS PHONE: 212-581-2000 MAIL ADDRESS: STREET 1: 142 WEST 57TH ST STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 sc13g1212inter_planetpay.htm SCHEDULE 13G sc13g1212inter_planetpay.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2

(AMENDMENT NO. ___)*
 
Planet Payment, Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
U72603118
(CUSIP Number)
 
December 31, 2012
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o Rule 13d-1 (d)
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)

Page 1 of 8 Pages
 
 
 
 
CUSIP No. U72603118
13G
Page 2 of 8 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Inter-Atlantic Fund, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
4,037,950
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
4,037,950
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,037,950
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.5%
 
12
TYPE OF REPORTING PERSON*
 
PN
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 
CUSIP No. U72603118
13G
Page 3 of 8 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Inter-Atlantic Advisors, Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
4,037,950
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
4,037,950
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,037,950
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.5%
 
12
TYPE OF REPORTING PERSON*
 
CO
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 
CUSIP No. U72603118
13G
Page 4 of 8 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Andrew Lerner
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
4,037,950
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
4,037,950
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,037,950
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.5%
 
12
TYPE OF REPORTING PERSON*
 
IN
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 
CUSIP No. U72603118
13G
Page 5 of 8 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Brett Baris
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
4,037,950
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
4,037,950
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,037,950
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.5%
 
12
TYPE OF REPORTING PERSON*
 
IN
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 
CUSIP No. U72603118
13G
Page 6 of 8 Pages
 
Item 1(a).
Name of Issuer:

Planet Payment, Inc.

Item 1(b).
Address of Issuer's Principal Executive Offices:
 
670 Long Beach Blvd., Long Beach, New York 11561

Item 2(a).
Name of Persons Filing:
 
Inter-Atlantic Fund, LP
Inter-Atlantic Advisors, Ltd.
Andrew Lerner
Brett Baris

All of the securities covered by this report are owned directly by Inter-Atlantic Fund, LP.  Inter-Atlantic Advisors, Ltd. is the general partner of Inter-Atlantic Fund, LP, and Andrew Lerner and Brett Baris control Inter-Atlantic Advisors, Ltd.  As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that any of Inter-Atlantic Advisors, Ltd., Andrew Lerner or Brett Baris is the beneficial owner of any of the securities covered by this statement, and each of Inter-Atlantic Advisors, Ltd., Andrew Lerner and Brett Baris expressly disclaims any equitable or beneficial ownership of such securities.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
Address for Inter-Atlantic Fund, LP, Inter-Atlantic Advisors, Ltd., Andrew Lerner and Brett Baris:

c/o Inter-Atlantic Group
142 West 57th Street, 11th Floor
New York, NY  10019

Item 2(c).
Citizenship:

Inter-Atlantic Fund, LP was organized under the laws of Bermuda. 
Inter-Atlantic Advisors, Ltd was organized under the laws of Bermuda.
Andrew Lerner is a United States citizen.
Brett Baris is a United States citizen.

Item 2(d).
Title of Class of Securities:

Common Stock, $0.01

Item 2(e).
CUSIP Number:

U72603118

Item 3.
If this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
Not Applicable
 
 
 
 
 
CUSIP No. U72603118
13G
Page 7 of 8 Pages
 
Item 4.
Ownership:
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount Beneficially Owned:

The Reporting Persons may be deemed to beneficially own a total of 4,037,950 shares of Common Stock as of January 4, 2012.
 
 
(b)
Percent of Class:  7.5%

The Reporting Persons’ beneficial ownership of 4,037,950 shares of Common Stock constitutes 7.5% of all the outstanding shares of Common Stock, based upon the number of shares of Common Stock outstanding as of December 31, 2012, as reported by the Issuer to the Reporting Persons.

 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  0
 
 
(ii)
shared power to vote or to direct the vote:   4,037,950
 
 
(iii)
sole power to dispose or to direct the disposition of:  0
 
 
(iv)
shared power to dispose or to direct the disposition of:  4,037,950

Item 5.
Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

 
Not Applicable
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company of Control Person:
 
Not Applicable
 
Item 8.
Identification and Classification of Members of the Group:
 
Not Applicable

Item 9.
Notice of Dissolution of Group:
 
Not Applicable
 
 
 
 
 
CUSIP No. U72603118
13G
Page 8 of 8 Pages
 
Item 10.
Certification:
 
By signing below the undersigned certify that, to the best of its/his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
SIGNATURE
 
After reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 
January 4, 2013
  
     
 
INTER-ATLANTIC FUND, LP
  
       
 
By:
INTER-ATLANTIC ADVISORS, LTD.,
as general partner
  
       
 
By:
/s/ Andrew Lerner  
  Name:  Andrew Lerner  
  Title: Director  
       
 
INTER-ATLANTIC ADVISORS, LTD.
  
       
 
By:
 /s/ Andrew Lerner  
  Name: Andrew Lerner  
  Title: Director  
       
  /s/ Andrew Lerner  
  Andrew Lerner  
     
  /s/ Brett Baris  
  Brett Baris  
                                                                                          
Attention:  Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).