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
  
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*
TRAVELERS COMPANIES, INC.

(Last) (First) (Middle)
385 WASHINGTON STREET

(Street)
ST. PAUL MN 55102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PLANET TECHNOLOGIES, INC [ PLNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2007
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 886,000 I by Windamere III, LLC(1)(3)
Common Stock 500,000 I by Fog City Fund, LLC(2)(3)
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
Series B Preferred Stock (4) 11/08/2007 P 83,333 (5) (6) Common Stock 222,000 $6(7) 83,333 I by Windamere III, LLC(1)(3)
1. Name and Address of Reporting Person*
TRAVELERS COMPANIES, INC.

(Last) (First) (Middle)
385 WASHINGTON STREET

(Street)
ST. PAUL MN 55102

(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*
ST PAUL FIRE & MARINE INSURANCE CO

(Last) (First) (Middle)
385 WASHINGTON STREET

(Street)
ST. PAUL MN 55102

(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*
Split Rock Partners LLC

(Last) (First) (Middle)
10400 VIKING DR
SUITE 550

(Street)
MINNEAPOLIS MN 55344

(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*
WINDAMERE III LLC

(Last) (First) (Middle)
6402 CARDENO DRIVE

(Street)
LA JOLLA CA 92037

(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*
FOG CITY FUND LLC

(Last) (First) (Middle)
369-B THIRD STREET
#375

(Street)
SAN RAFAEL CA 94901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents securities held directly by Windamere III, LLC. Voting and investment power over the shares are generally held by the managing member of Windamere III, LLC; however, investments in excess of certain amounts or dispositions must be approved by the board of directors of Windamere III, LLC. Split Rock Partners, LLC has the right to appoint a majority of the members of the board of directors of Windamere III, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The Travelers Companies, Inc., owns a controlling interest of Windamere III, LLC. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The Travelers Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities.
2. Represents securities held directly by Fog City Fund, LLC. Voting and investment power over the shares are generally held by the managing member of Fog City Fund, LLC; however, investments in excess of certain amounts or dispositions must be approved by the board of directors of Fog City Fund, LLC. Split Rock Partners, LLC has the right to appoint a majority of the members of the board of directors of Fog City Fund, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The Travelers Companies, Inc., owns a controlling interest of Fog City Fund, LLC. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The Travelers Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities.
3. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The Travelers Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
4. Each share of Series B Preferred Stock is convertible into 2.66 shares of Common Stock, subject to adjustment under certain circumstances.
5. The securities are not convertible until June 1, 2008 or earlier under certain circumstances.
6. Not applicable
7. The Series B Preferred Stock was purchased by cancellation of indebtedness of the Company to Windamere III, LLC of an aggregate principal amount of $500,000.
/s/ Bruce A. Backberg, Senior Vice President for The Travelers Companies, Inc. 11/13/2007
/s/ Bruce A. Backberg, Senior Vice President for St. Paul Fire and Marine Insurance Company 11/13/2007
/s/ Steven L.P. Schwen, Chief Financial Officer for Split Rock Partners, LLC 11/13/2007
/s/ Scott L. Glenn, Mananging Member for Windamere III, LLC 11/13/2007
/s/ Nancy S. Olson, Managing Member for Fog City Management, LLC, the Managing Member of Fog City Fund, LLC 11/13/2007
** 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 4 (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.