Edgar Filing: PLANET TECHNOLOGIES, INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TRAVELERS COMPANIES, INC.

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)

(Last)

(First)

(Middle)

385 WASHINGTON STREET,

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2007

(Street)

ST. PAUL, MN 55102

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								886,000	I	by Windamere III, LLC ⁽¹⁾ ⁽³⁾
Common Stock								500,000	I	by Fog City Fund, LLC ⁽²⁾ ⁽³⁾

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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Preferred Stock

⁽⁴⁾

11/08/2007

83,333

⁽⁵⁾

⁽⁶⁾

Common Stock

222,000

$ 6 ⁽⁷⁾

83,333

by Windamere III, LLC ⁽¹⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TRAVELERS COMPANIES, INC. 385 WASHINGTON STREET ST. PAUL, MN 55102		X
ST PAUL FIRE & MARINE INSURANCE CO 385 WASHINGTON STREET ST. PAUL, MN 55102		X
Split Rock Partners LLC 10400 VIKING DR SUITE 550 MINNEAPOLIS, MN 55344		X
WINDAMERE III LLC 6402 CARDENO DRIVE LA JOLLA, CA 92037		X
FOG CITY FUND LLC 369-B THIRD STREET #375 SAN RAFAEL, CA 94901		X

Signatures

/s/ Bruce A. Backberg, Senior Vice President for The Travelers Companies, Inc.		11/13/2007
^**Signature of Reporting Person		Date
/s/ Bruce A. Backberg, Senior Vice President for St. Paul Fire and Marine Insurance Company		11/13/2007
^**Signature of Reporting Person		Date
/s/ Steven L.P. Schwen, Chief Financial Officer for Split Rock Partners, LLC		11/13/2007
^**Signature of Reporting Person		Date
/s/ Scott L. Glenn, Mananging Member for Windamere III, LLC		11/13/2007
^**Signature of Reporting Person		Date
/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

Explanation of Responses:

*	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).
(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.

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