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

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Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Discovery Equity Partners 2,804,798 2,804,798 2,804,798 5.6%
Discovery Group I 2,804,798 2,804,798 2,804,798 5.6%

Page 1 of 8 – SEC Filing

UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED

PURSUANT TO § 240.13d-2(a)

 

UNDER THE SECURITIES
EXCHANGE ACT OF 1934

(Amendment No. )*

 

Planet
Payment, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

U72603118

(CUSIP Number)

Discovery Group I, LLC

300 South Wacker Drive

Suite 600

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 17, 2017

(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 §240.13d-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).

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Page 2 of 8 – SEC Filing

CUSIP No. U72603118
1. Names of Reporting Persons.
Discovery Equity Partners, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  ¨
3. SEC Use Only
4. Source of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
6. Citizenship or Place of Organization
Illinois
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
None.
8. Shared Voting Power
2,804,798
9. Sole Dispositive Power
None.
10. Shared Dispositive Power
2,804,798
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,804,798
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13. Percent of Class Represented by Amount in Row (11)
5.6%
14. Type of Reporting Person (See Instructions)
PN

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Page 3 of 8 – SEC Filing

CUSIP No. U72603118
1. Names of Reporting Persons.
Discovery Group I, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  ¨
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
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
2,804,798
9. Sole Dispositive Power
None.
10. Shared Dispositive Power
2,804,798
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,804,798
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13. Percent of Class Represented by Amount in Row (11)
5.6%
14. Type of Reporting Person (See Instructions)
IA

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Page 4 of 8 – SEC Filing

Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Planet Payment, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 670 Long Beach Boulevard, Long Beach, NY 11561.
Item 2. Identity and Background

This statement is being jointly filed by
the following persons (the “Reporting Persons”):

Discovery Equity Partners, L.P. (“Discovery
Equity Partners
”) is an Illinois limited partnership primarily engaged in the business of investing in securities.

Discovery Group I, LLC (“Discovery
Group
”) is a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act
of 1940, as amended, that is primarily engaged in the business of investing in securities on behalf of institutional clients.

The business address of each of the Reporting
Persons is 300 South Wacker Drive, Suite 600, Chicago, Illinois 60606.

During the past five years, neither of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The total purchase price for the 2,804,798 shares of Common Stock beneficially owned by the Reporting Persons as of May 26, 2017 was approximately $10,879,526.  The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by Discovery Equity Partners with a broker on customary terms and conditions.  Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group.

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Page 5 of 8 – SEC Filing

Item 4. Purpose of Transaction

The Reporting Persons acquired beneficial
ownership of the shares of Common Stock reported herein as part of their investment activities on behalf of Discovery Equity Partners.  The
Reporting Persons acquired the shares of Common Stock reported herein because they believe that the trading prices of the Common
Stock do not adequately reflect the potential value of the Company’s underlying business and assets.

The Reporting Persons intend to review
and evaluate their investment in the Common Stock on an ongoing basis and may, depending upon their evaluation of the business
and prospects of the Company, or such other considerations as they may deem relevant, determine to increase, decrease, or dispose
of their holdings of Common Stock.  As a part of such review and evaluation, the Reporting Persons may hold discussions with
the Company’s management and directors, other shareholders and other interested parties.

Except as otherwise described in this Item
4, the Reporting Persons do not have present plans or proposals that relate to or would result in any of the following (although
the Reporting Persons reserve the right to develop such plans or proposals or any other plans relating to the Company and to take
action with respect thereto):  (i) the acquisition by any person of additional securities of the Company, or the disposition
of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation,
involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change
in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company’s business
or corporate structure; (vii) changes in the Company’s certificate of incorporation, bylaws, or instruments corresponding
thereto or other actions that may impede the acquisition of control of the Company by any person; (viii) causing a class of
securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (x) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

The information concerning percentages
of ownership set forth below is based on 49,754,877 shares of Common Stock outstanding
as of April 30, 2017 in the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2017.

Discovery Equity Partners beneficially
owns 2,804,798 shares of Common Stock as of May 26, 2017, which represents 5.6%
of the outstanding Common Stock.

Discovery Group beneficially owns 2,804,798
shares of Common Stock as of May 26, 2017, which represents 5.6% of the outstanding
Common Stock.

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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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Page 7 of 8 – SEC Filing

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.

May 30, 2017

Date

DISCOVERY EQUITY PARTNERS, L.P.

By: Michael
R. Murphy
*

Signature

Michael
R. Murphy
, Manager

Name/Title

DISCOVERY GROUP I, LLC

By: Michael
R. Murphy
*

Signature

Michael
R. Murphy
, Manager

Name/Title
*By: /s/ Mark Buckley

Mark Buckley

Attorney-in-Fact for Michael
R. Murphy

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Page 8 of 8 – SEC Filing

Exhibit Index

 

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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