SEC Form 4 · accession 0001140361-15-030202
Planet Payment Inc · PLPM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl J Williams
Officer — President & CEO · Director
Period of report
Aug 4, 2015
Accepted (ET)
Aug 6, 2015 · 4:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001362925
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 4, 2015 | A | 300,000 | $0.01 | A | 618,166 | D | |
| Common StockF2 | holding | — | — | — | 15,000 | I | By Baikal Group, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3,F4 | $2.59 | Aug 4, 2015 | A | 925,446 | A | — | Aug 3, 2025 | Common Stock | 925,446 | 925,446 | D |
Explanation of responses
- F1This is a restricted stock grant under the Issuer's 2012 Equity Incentive Plan (the "Plan"), pursuant to which 75,000 shares of common stock vest in two (2) equal annual installments on each of May 1, 2016 and May 1, 2017, 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 225,000 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.
- F2The Reporting Person holds a 50% membership interest in Baikal Group, LLC. 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.
- F3Represents the closing price of Issuer common stock on August 4, 2015.
- F4This is a stock option grant under the Plan and will be vested and exercisable as follows: 308,482 shares on August 4, 2015, 308,482 shares on May 1, 2016 and the remaining 308,482 shares on May 1, 2017, subject to certain conditions as set forth in the Plan.