SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

D'Aponte Ray

(Last)

(First)

(Middle)

C/O PLANET PAYMENT, INC.

670 LONG BEACH BOULEVARD

(Street)

LONG BEACH

11561

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2015

3. Issuer Name and Ticker or Trading Symbol
Planet Payment Inc [ PLPM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100,000⁽¹⁾	D
Common Stock	47,274⁽²⁾	D
Common Stock	2,880	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	05/15/2021	Common Stock	95,000	$2.15⁽⁴⁾	D
Stock Option (Right to Buy)	⁽³⁾	03/08/2022	Common Stock	24,000	$2.56⁽⁴⁾	D
Stock Option (Right to Buy)	⁽⁵⁾	04/17/2023	Common Stock	16,000	$2.8⁽⁴⁾	D
Stock Option (Right to Buy)	⁽⁶⁾	08/03/2025	Common Stock	150,000	$2.59⁽⁷⁾	D

Explanation of Responses:

1. This is a restricted stock grant under the Issuer's 2012 Equity Incentive Plan (the "Plan"), pursuant to which 25,000 shares of common stock vest in three (3) equal annual installments on each of May 1, 2016, May 1, 2017 and May 1, 2018, 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 75,000 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.

2. These shares are restricted stock grants under the Plan, pursuant to which 40,000 shares of common stock will become fully vested upon the achievement of a minimum market capitalization of the Issuer, and the remaining 7,274 shares of common stock will become fully vested over a period of three years from the date of grant, in three equal yearly installments of one-third each on each anniversary of the date of grant.

3. This is a stock option grant under the Plan and has fully vested at this time.

4. Represents the closing price of Issuer common stock on each of May 16, 2011; March 9, 2012; and April 18, 2013, respectively.

5. These are stock option grants under the Plan and will be vested and exercisable over a period of three years from the date of grant, in three equal yearly installments of one-third (1/3rd) each on each anniversary of the date of grant.

6. This is a stock option grant under the Plan and will be vested and exercisable at the rate of one-third (1/3rd) of the total number of shares annually on May 1, 2016, May 1, 2017 and May 1, 2018, subject to certain conditions as set forth in the Plan.

7. Represents the closing price of Issuer common stock on August 4, 2015.

Remarks:

	/s/ David R. Fishkin, as attorney-in-fact	08/14/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.