SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KINDERHOOK, LP (Last) (First) (Middle) TWO EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Planet Payment Inc [ PLPM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 01/03/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	01/03/2014		S		50,000	D	$2.97	5,452,165	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* KINDERHOOK, LP (Last) (First) (Middle) TWO EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* KINDERHOOK GP LLC (Last) (First) (Middle) TWO EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KINDERHOOK PARTNERS, LLC (Last) (First) (Middle) TWO EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Shah Tushar (Last) (First) (Middle) TWO EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CLEARMAN STEPHEN J (Last) (First) (Middle) TWO EXECUTIVE DRIVE, SUITE 585 (Street) FORT LEE NJ 07024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

Remarks:

On November 13, 2013, Planet Payment, Inc. filed Form 10-Q for the quarter ending September 30, 2013, which reported that as of October 31, 2013, Planet Payment, Inc. had 54,807,308 shares of Common Stock outstanding with a par value of $0.01. Based on the reported shares outstanding, Kinderhook, LP; Kinderhook GP, LLC; Kinderhook Partners, LLC; Tushar Shah; and Stephen J. Clearman were no longer the beneficial owners, directly or indirectly, of more than ten percent of any class of Planet Payment, Inc.'s securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934. Mr. Tushar Shah; Mr. Stephen J. Clearman, Kinderhook Partners, LLC; Kinderhook GP, LLC; and Kinderhook, LP disclaim beneficial ownership of the shares of Planet Payment, Inc. Common Stock except to the extent of his or its respective pecuniary interest, if any, therein.

	/s/ Tushar Shah, Managing Member of Kinderhook, LP's General Partner	01/07/2014
	/s/ Tushar Shah, Managing Member of Kinderhook GP, LLC	01/07/2014
	/s/ Tushar Shah, Managing Member of Kinderhook Partners, LLC	01/07/2014
	/s/ Tushar Shah	01/07/2014
	/s/ Stephen J. Clearman	01/07/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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