FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cox Robert J III 		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
__ X __ Officer (give title below)      _____ Other (specify below)
President and COO
(Last)          (First)          (Middle)

C/O PLANET PAYMENT, INC., 670 LONG BEACH BOULEVARD 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/20/2017
(Street)

LONG BEACH, NY 11561
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/20/2017     D (1)    244949   (2) D $4.50   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $1.65   12/20/2017     D         200000      (3) 11/29/2019   Common Stock   200000     (3) 0   D    
Stock Option (Right to Buy)   $1.25   12/20/2017     D         100000      (3) 11/29/2020   Common Stock   100000     (3) 0   D    
Stock Option (Right to Buy)   $2.00   12/20/2017     D         100000      (3) 4/11/2021   Common Stock   100000     (3) 0   D    
Stock Option (Right to Buy)   $2.80   12/20/2017     D         65000      (3) 4/1/2022   Common Stock   65000     (3) 0   D    
Stock Option (Right to Buy)   $2.84   12/20/2017     D         37000      (3) 5/15/2023   Common Stock   37000     (3) 0   D    
Stock Option (Right to Buy)   $2.59   12/20/2017     D         500000      (3) 8/3/2025   Common Stock   500000     (3) 0   D    

Explanation of Responses:
(1)  Pursuant to the Agreement and Plan of Merger by and among Planet Payment, Inc., Fintrax UK Bidco Limited and Fintrax US Acquisition Subsidiary, Inc., dated June 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").
(2)  Pursuant 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
(3)  Pursuant 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) (he amount by which the Merger Consideration exceeds the per share exercise price of such Company Common Stock Option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cox Robert J III
C/O PLANET PAYMENT, INC.
670 LONG BEACH BOULEVARD
LONG BEACH, NY 11561

President and COO

Signatures
/s/ David R. Fishkin, as Attorney-in-Fact for Robert J. Cox III 12/21/2017
** 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 control number.
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