SEC Form 4 · accession 0001144204-17-064853

Planet Payment Inc · PLPM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jonathan Kaiden

Director

Period of report

Dec 20, 2017

Accepted (ET)

Dec 21, 2017 · 6:22 pm EST

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 Stock^F2	Dec 20, 2017	D	128,171	$4.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3	$2.50	Dec 20, 2017	D	25,000	D	—	Jun 24, 2018	Common Stock	25,000	D
Stock Option (Right to Buy)^F3	$1.20	Dec 20, 2017	D	11,250	D	—	Dec 9, 2018	Common Stock	11,250	D
Stock Option (Right to Buy)^F3	$1.28	Dec 20, 2017	D	33,000	D	—	Oct 8, 2019	Common Stock	33,000	D
Stock Option (Right to Buy)^F3	$1.30	Dec 20, 2017	D	40,000	D	—	Jun 7, 2020	Common Stock	40,000	D
Stock Option (Right to Buy)^F3	$2.19	Dec 20, 2017	D	40,000	D	—	Jul 21, 2021	Common Stock	40,000	D
Stock Option (Right to Buy)^F3	$3.27	Dec 20, 2017	D	40,000	D	—	May 23, 2022	Common Stock	40,000	D

Explanation of responses

F1Pursuant 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").
F2Pursuant 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.
F3Pursuant 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.