UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 920, 2009

PlanetOut Inc.

(Exact name of registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation) 000-50879 (Commission File Number) 94-3391368 (IRS Employer Identification No.)


Delaware	000-50879	94-3391368
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1355 Sansome Street, San Francisco CA		94111
(Address of principal executive offices)		(Zip Code)

~~1355~~Registrant’s ~~Sansome~~telephone ~~Street~~number, ~~San~~including ~~Francisco~~area CAcode (~~Address of principal executive offices~~415) ~~94111 (Zip Code)~~ 834-6500

~~Registrant’s telephone number, including area code~~ (~~415) 834-6500 (~~Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

~~o Soliciting material pursuant to Rule~~Item ~~14a-12~~1.01. ~~under~~Entry ~~the~~into ~~Exchange~~a ~~Act~~Material ~~(17~~Definitive ~~CFR 240~~Agreement.~~14a-12)~~

~~o Pre-commencement~~ On ~~communications~~March 20, ~~pursuant~~2009, toPlanetOut ~~Rule~~Inc. (the “Company” or “PlanetOut”) and Wells Fargo Bank, N.A. entered into Amendment No. ~~14d-2~~3 to Rights Agreement (bthe “Third Amendment”) ~~under~~amending ~~Exchange~~the ~~Act~~Company’s Rights Agreement dated January 4, 2007, as amended by Amendment No. 1 to Rights Agreement, dated June 28, 2007 (17the ~~CFR~~“First ~~240~~Amendment”), and Amendment No.~~14d-~~ 2 to Rights Agreement, dated January 8, 2009 (bthe “Second Amendment”)). The Rights Agreement is attached as Exhibit 99.2 to the Company’s report on Form 8-K filed on January 8, 2007. The First Amendment is attached as Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2007. The Second Amendment is attached as Exhibit 4.10 to the Company’s Annual Report on Form 10-K filed on March 4, 2009. The Rights Agreement, as amended to date, is referred to in this report as the “Rights Agreement.”

~~o Pre-commencement~~ On ~~communications~~March 12, ~~pursuant~~2009, Austin W. Marxe, David M. Greenhouse, Special Situations Fund III QP, L.P. and Special Situations Fund L.P. (collectively, the “Special Situations Parties”) acquired 555,454 shares of the Company’s common stock, causing the Special Situations Parties to ~~Rule~~beneficially own greater than 15% of the Company’s common stock. Pursuant to the terms of the Rights Agreement, the Board of Directors on March ~~13e-4~~20, 2009 approved amending the terms of the Rights Agreement to exclude the Special Situations Parties from the definition of an Acquiring Person under the Rights Agreement until (ca) the date on which the Board of Directors of the Company determines that it is not in the best interests of the Company to continue to exclude the Special Situations Parties from the definition of Acquiring Person under ~~Exchange~~the ~~Act~~Rights ~~(17~~Agreement ~~CFR~~or ~~240.13e-4~~(cb)) the date the Special Situations Parties, or any affiliates or associates of the Special Situations Parties, becomes the beneficial owner of any additional shares of Company common stock, whichever is earlier.

~~Item 3~~ The Rights Agreement, as modified by the First Amendment, the Second Amendment and the Third Amendment, remains in full force and effect.~~01.~~ ~~Notice~~The ofThird ~~Delisting~~Amendment, orwhich ~~Failure~~is filed as an exhibit to this ~~Satisfy~~Current aReport ~~Continued~~on ~~Listing~~Form ~~Rule~~8-K, oris ~~Standard; Transfer~~incorporated herein by reference. The foregoing description of the ~~Listing~~Third Amendment is qualified in its entirety by reference to such exhibit.

~~On March~~Item ~~9, 2009, PlanetOut Inc~~3.03 ~~(“PlanetOut”~~Material orModification ~~the~~to ~~“Company”)~~Rights ~~received a notice from the Nasdaq Listing Qualifications Department~~ of ~~The~~Security ~~Nasdaq Stock Market stating that based on~~Holders PlanetOut’s Annual Report on Form 10-K for the year ended December 31, 2008, the Nasdaq staff had concluded that PlanetOut’s stockholders’ equity was less than the $10 million minimum required for continued inclusion on The Nasdaq Global Market under Marketplace Rule 4450(a)(3) (the “Rule”).

The ~~notice~~information ~~further~~under ~~states that PlanetOut will be provided with 15~~Item ~~days, through March 24, 2009, within which to provide the Nasdaq staff with a definitive plan to regain compliance with the Rule~~1.01 ~~If the Nasdaq staff accepts PlanetOut’s plan, the staff may grant PlanetOut an exception~~ of up tothis ~~105~~Current ~~calendar~~Report ~~days~~on ~~within~~Form ~~which~~8-K tois ~~regain~~incorporated ~~compliance pursuant to its plan. If the Nasdaq~~by ~~staff~~reference ~~does~~into ~~not~~this accept PlanetOut’s plan, PlanetOut will have the opportunity to appeal that decision to a Listings Qualification Panel. The notice also states that rather than submitting a plan to regain compliance, PlanetOut may instead apply to transfer its securities to The Nasdaq Capital Market if PlanetOut satisfies inclusion requirements for that market and submits its transfer application no later than MarchItem ~~24, 2009~~3.03.

~~PlanetOut~~Item 9.01. ~~currently~~Financial ~~intends~~Statements toand ~~submit an application to transfer its securities to The Nasdaq Capital Market~~Exhibits.

A press release announcing the receipt of the above notice, as required by Marketplace Rule 4803(a), is attached hereto as Exhibit 99.1.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated March 13, 2009.
4.1		Amendment No. 3 to Rights Agreement, dated as of March 20, 2009, by and between PlanetOut Inc. and Wells Fargo Bank, N.A.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	PlanetOut Inc.
Date: March 13, 2009	By:	/s/ Daniel E. Steimle
Date: March 25, 2009	By:	/s/ Daniel E. Steimle
		Daniel E. Steimle
		Chief Executive Officer and Chief Financial Officer

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