SEC Form 4 · accession 0001144204-17-064860
Planet Payment Inc · PLPM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl J Williams
Officer — See Remarks · Director
Period of report
Dec 20, 2017
Accepted (ET)
Dec 21, 2017 · 6:27 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 StockF2 | Dec 20, 2017 | D | 383,788 | $4.50 | D | 0 | D | |
| Common StockF3 | Dec 20, 2017 | D | 15,000 | $4.50 | D | 0 | 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)F4 | $2.21 | Dec 20, 2017 | D | 50,000 | D | — | Aug 20, 2023 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $2.59 | Dec 20, 2017 | D | 925,446 | D | — | Aug 3, 2025 | Common Stock | 925,446 | 0 | 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 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.
- F3The 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.
- F4Pursuant 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) (the amount by which the Merger Consideration exceeds the per share exercise price of such Company Common Stock Option.
Remarks
Chairmen of the Board of Directors and CEO