0001564744-15-000001.txt : 20150209
0001564744-15-000001.hdr.sgml : 20150209
20150209150001
ACCESSION NUMBER: 0001564744-15-000001
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20150209
DATE AS OF CHANGE: 20150209
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 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-87116
FILM NUMBER: 15588150
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: Goudy Park Capital, L.P.
CENTRAL INDEX KEY: 0001564744
IRS NUMBER: 900912229
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 1 N FRANKLIN STREET
STREET 2: SUITE 350
CITY: CHICAGO
STATE: IL
ZIP: 60606
BUSINESS PHONE: 312-622-2133
MAIL ADDRESS:
STREET 1: 1 N FRANKLIN STREET
STREET 2: SUITE 350
CITY: CHICAGO
STATE: IL
ZIP: 60606
SC 13D
1
sc13d.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Planet Payment, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
U72603118
(CUSIP Number)
James W. DeYoung, Jr.
Goudy Park Capital, L.P.
1 N. Franklin St. Suite 350
Chicago, IL 60606
(312) 932-8187
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 9, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See
Rule.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior
cover page.
The information required on 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).
1. Names of Reporting Persons.
Goudy Park Capital, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) ?
(b) ?
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
?
6. Citizenship or Place of Organization
Delaware
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
7. Sole Voting Power
NONE
8. Shared Voting Power
2,804,828
9. Sole Dispositive Power
None
10. Shared Dispositive Power
2,804,828
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,804,828
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
?
13. Percent of Class Represented by Amount in Row (11)
5.02%
14. Type of Reporting Person
IA
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value $0.01 per
share (the "Common Stock"), of Plant Payment,
Inc., a Delaware corporation (the "Issuer"). The principal executive offices
of the Issuer are located at 670 Long Beach Blvd.,
Long Beach, New York 11561.
ITEM 2. IDENTITY AND BACKGROUND
a), (f) This statement is being filed by:
(i)
Goudy Park Capital, L.P., a Delaware limited partnership ("Goudy Park");
(ii)
Goudy Park Management, LLC, a Delaware limited liability company
("Goudy Park Management"); and
(iii)
James W. DeYoung, Jr., a citizen of the United States of America (together with
Goudy Park and Goudy Park
Management, the "Reporting Persons").
The Reporting Persons have entered into a joint filing agreement, dated as of
February 9, 2015.
(b) The address of the principal business and principal office of each of the
Reporting Persons is 1 N. Franklin St., Suite 350,
Chicago, IL 60606.
(c) Goudy Park's principal business is to serve as investment advisor
to certain affiliated funds.
Goudy Park Management's principal business is to serve as the sole general
partner of Goudy Park.
The principal occupation of James W. DeYoung, Jr. is to serve as the Managing
Member of Goudy Park and the Managing
Member of Goudy Park Management.
(d), (e) During the last five years, none of the Reporting Persons (i) has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Goudy Park advises the accounts of Goudy Park Capital, L.P., a Delaware
limited partnership ("GPC"), and Bella Coola, L.P., a
Delaware limited partnership ("BC" and together with GPC, the
"Goudy Park Funds").
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons have acquired the Issuer's Common Stock for investment
purposes, and such purchases have been made in
the Reporting Persons' ordinary course of business.
In pursuing such investment purposes, the Reporting Persons may further purchase
, hold, vote, trade, dispose or otherwise deal in
the Common Stock at times, and in such manner, as they deem advisable to
benefit from changes in market prices of such
Common Stock, changes in the Issuer's operations, business strategy or prospects
, or from sale or merger of the Issuer. To
evaluate such alternatives, the Reporting Persons will routinely monitor the
Issuer's operations, prospects, business development,
management, competitive and strategic matters, capital structure, and
prevailing market conditions, as well as alternative
investment opportunities, liquidity requirements of the Reporting Persons and
other investment considerations. Consistent with its
investment research methods and evaluation criteria, the Reporting Persons
may discuss such matters with management or
directors of the Issuer, other shareholders, industry analysts, existing or
potential strategic partners or competitors, investment and
financing professionals, sources of credit and other investors. Such factors
and discussions may materially affect, and result in, the
Reporting Persons' modifying their ownership of Common Stock, exchanging
information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance or capitalization, or in proposing
one or more of the other actions described in subsections (a) through (j)
of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to formulate other plans and/or make
other proposals, and take such actions with respect to
their investment in the Issuer, including any or all of the actions set forth
in paragraphs (a) through (j) of Item 4 of Schedule 13D,
or acquire additional Common Stock or dispose of all the Common Stock
beneficially owned by them, in the public market or
privately negotiated transactions. The Reporting Persons may at any time
reconsider and change their plans or proposals relating
to the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b) The Reporting Persons beneficially own 2,804,828 shares of Common
Stock (the "Subject Shares"). The Subject Shares
represent approximately 5.02% of the shares of Common Stock outstanding, based
on 55,808,613 shares of Common Stock
outstanding as of October 31, 2014 as reported in the Issuer's Schedule
10-Q filed on November 6, 2014.
Goudy Park, as the investment adviser to the Goudy Park Funds, may be deemed
to have the shared power to vote or direct the
vote of (and the shared power to dispose or direct the disposition of)
the Subject Shares. As the general partner of Goudy Park,
Goudy Park Management may be deemed to have the shared power to vote
or direct the vote of (and the shared power to dispose
or direct the disposition of) the Subject Shares. By virtue of
James W. DeYoung, Jr.'s position as the Managing Member of Goudy
Park and Managing Member of Goudy Park Management, James W. DeYoung Jr.
may be deemed to have the shared power to
vote or direct the vote of (and the shared power to dispose or direct the
disposition of) the Subject Shares.
Manager
Tran
Quantity
Price
Trade
Date
Goudy Park Management LLC
BY
300,000
1.56
2/2/2015
BY
4,300
1.57
1/30/2015
BY
2,200
1.57
1/30/2015
SL
367
1.71
1/29/2015
SL
8,769
1.67
1/29/2015
BY
11,000
1.62
1/28/2015
BY
100,000
1.65
1/27/2015
BY
7,881
1.77
1/23/2015
SL
1,444
1.88
1/22/2015
SL
9,553
1.90
1/21/2015
SL
1,230
1.85
1/20/2015
BY
5,000
1.79
1/14/2015
BY
9,000
1.95
1/9/2015
BY
25,445
1.97
12/31/2014
BY
2,000
2.02
12/31/2014
BY
18,000
1.91
12/30/2014
BY
3,100
2.00
12/29/2014
BY
42,024
1.98
12/26/2014
BY
10,000
2.01
12/24/2014
SL
2,200
2.08
12/23/2014
SL
5,000
2.04
12/18/2014
SL
600
2.07
12/18/2014
SL
1,900
1.92
12/16/2014
SL
1,600
1.92
12/16/2014
SL
50,000
1.81
12/15/2014
SL
500
1.72
12/12/2014
SL
1,000
1.70
12/12/2014
BY
50,508
1.68
12/12/2014
BY
100
1.66
12/11/2014
SL
152
1.67
12/11/2014
BY
500,000
1.60
12/10/2014
BY
5,000
1.60
12/10/2014
BY
1,000
1.55
12/9/2014
BY
4,806
1.58
12/9/2014
BY
3,000
1.60
12/8/2014
BY
23,000
1.63
12/5/2014
(d) The Goudy Park Funds have the right to receive dividends from, and
the proceeds from the sale of, the Subject Securities. Only
Goudy Park Capital, LP owns more than 5% of the Common Stock
(calculated in a manner analogous to that described in
Item 5(a)).
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than as described elsewhere in this Report and as previously
reported, the Reporting Persons have no understandings,
arrangements, relationships or contracts relating to the Issuer's Common Stock
which are required to be described hereunder.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as
required by ss.240.13d-1(k) and copies of all written agreements,
contracts, arrangements, understandings, plans or proposals
relating to: (1) the borrowing of funds to finance the acquisition
as disclosed in Item 3; (2) the acquisition of issuer control,
liquidation, sale of assets, merger, or change in business or corporate
structure or any other matter as disclosed in Item 4; and (3)
the transfer or voting of the securities, finder's fees, joint ventures,
options, puts, calls, guarantees of loans, guarantees against loss
or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated: February 9, 2015
Goudy Park Capital L.P.
By: Goudy Park Management, LLC, its General Partner
By /s/ James W. DeYoung, Jr.
James W. DeYoung, Jr.
Managing Member
Goudy Park Management, LLC
By /s/ James W. DeYoung, Jr.
James W. DeYoung, Jr.
Managing Member
/s/ James W. DeYoung, Jr.
James W. DeYoung, Jr.