13D Filing: Discovery Group I, LLC and Planet Payment Inc (PLPM)

Page 6 of 8 – SEC Filing

Discovery
Group is the investment manager of Discovery Equity Partners.   Discovery Group exercises ultimate voting and dispositive
power of the securities held by Discovery Equity Partners. As a consequence, Discovery Group may be deemed to share beneficial
ownership of all of the shares of Common Stock owned by Discovery Equity Partners. Voting and disposition decisions at Discovery
Group with respect to the investment of such securities are made by a five-person investment committee (the “Committee”)
which makes such investment decisions by majority vote. No member of the Committee may act individually to vote or sell shares
of Common Stock held by Discovery Equity Partners, nor does any such member have a veto right concerning the vote or sale of any
such common stock. Accordingly, no individual member of the Committee is deemed to beneficially own, and each individual member
of the Committee expressly disclaims beneficial ownership of, within the meaning of Rule 13d-3, any shares of Common Stock held
by Discovery Equity Partners solely by virtue of the fact that he or she is a member of the Committee.

The transactions in Common Stock effected
by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

No person other than Discovery
Equity Partners
is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to this Schedule 13D included as Exhibit 2 to this Schedule 13D, and the Power of Attorney granted by Michael R. Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Power of Attorney is included as Exhibit 3 to this Schedule 13D.
Item 7. Material to Be Filed as Exhibits
Exhibit 1:               List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
Exhibit 2:               Joint Filing Agreement dated as of May 30, 2017, by and between Discovery Equity Partners and Discovery Group.
Exhibit 3:                Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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