SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| FOUR GREENWICH OFFICE PARK |
|
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRIMUS TELECOMMUNICATIONS GROUP INC
[ PMUG ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
08/31/2009
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
|
|
|
|
|
|
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484,795 |
I |
See footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Class A-1 Warrants |
$12.22
|
08/31/2009 |
|
S |
|
|
100,000 |
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Common Stock |
100,000 |
$1.7
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106,832
|
I |
See footnote
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| Class A-2 Warrants |
$16.53
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|
|
|
|
|
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Common Stock |
206,832 |
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206,832
|
I |
See footnote
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| Class A-3 Warrants |
$20.5
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|
|
|
|
|
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Common Stock |
206,832 |
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206,832
|
I |
See footnote
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1. Name and Address of Reporting Person*
| FOUR GREENWICH OFFICE PARK |
|
(Street)
|
1. Name and Address of Reporting Person*
| FOUR GREENWICH OFFICE PARK |
|
(Street)
|
1. Name and Address of Reporting Person*
| FOUR GREENWICH OFFICE PARK |
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(Street)
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1. Name and Address of Reporting Person*
| FOUR GREENWICH OFFICE PARK |
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(Street)
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1. Name and Address of Reporting Person*
| FOUR GREENWICH OFFICE PARK |
|
(Street)
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| Explanation of Responses: |
|
|
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| Remarks: |
|
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/s/ Kevin Wyman Managing Member |
09/02/2009 |
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** 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 Number. |
EXHIBIT 99
Explanation of Responses:
1. Southpaw Asset Management LP, a Delaware limited partnership ("Southpaw
Management"), Southpaw Holdings LLC, a Delaware limited liability company
("Southpaw Holdings"), Kevin Wyman, a citizen of the United States, and Howard
Golden, a citizen of the United States, may be deemed to own beneficially and
indirectly the shares of common stock, par value $0.001 per share ("Common
Stock"), of Primus Telecommunications Group, Incorporated (the "Company") and/or
warrants to purchase shares of Common Stock (which warrants have been issued in
the following three separate series: "Class A-1 Warrants", "Class A-2 Warrants"
and "Class A-3 Warrants" (collectively, "Warrants")), beneficially owned by (i)
Southpaw Credit Opportunity Master Fund LP, a Cayman Islands limited partnership
(the "Fund"; and together with Southpaw Management, Southpaw Holdings, Kevin
Wyman and Howard Golden, collectively, the "Reporting Persons"), which (a)
beneficially owns 438,197 shares of Common Stock, and (b) sold 90,388 Class A-1
Warrants and now beneficially owns 470,468 Warrants; (ii) a separate managed
account managed by Southpaw Management (the "Managed Account 1"), which (a)
beneficially owns 35,836 shares of Common Stock, and (b) sold 7,392 Class A-1
Warrants and now beneficially owns 38,475 Warrants; and (iii) another separate
managed account managed by Southpaw Management (the "Managed Account 2"; and
together with the Managed Account 1, the "Managed Accounts"), which (a)
beneficially owns 10,762 shares of Common Stock, and (b) sold 2,220 Class A-1
Warrants and now beneficially owns 11,553 Warrants. Southpaw Management is the
investment manager of the Fund and the Managed Accounts and, in such capacities,
may be deemed to beneficially own the shares of Common Stock and Warrants
reported herein which are deemed beneficially owned by the Fund and the Managed
Accounts. Southpaw Management disclaims beneficial ownership of the shares of
Common Stock and Warrants reported herein except to the extent of its pecuniary
interest therein. Southpaw Holdings serves as the general partner of Southpaw
Management, and, in such capacity, may be deemed to beneficially own the shares
of Common Stock reported herein which may be deemed beneficially owned by
Southpaw Management. Southpaw Holdings disclaims beneficial ownership of the
shares of Common Stock and Warrants reported herein except to the extent of its
pecuniary interest therein. Mr. Wyman and Mr. Golden are investment advisors of
the Fund and managers of Southpaw Management, and, in such capacities, may be
deemed to beneficially own the shares of Common Stock reported herein which may
be deemed beneficially owned by Southpaw Management. Mr. Wyman and Mr. Golden
disclaim beneficial ownership of the shares of Common Stock reported herein
except to the extent of their pecuniary interest therein. The initial statement
of beneficial ownership on Form 3 filed by the Reporting Persons on
July 13, 2009 disclosed that on the effective date of the Joint Plan of
Reorganization of Primus Telecommunications Group, Incorporated and its
Affiliate Debtors (the "Plan"), the Fund received 560,853 Warrants and Managed
Account 1 received 45,864 Warrants as part of the distribution made under the
Plan. Subsequent to the filing of the Form 3, it was discovered that each of
the Fund and Managed Account 1 received an additional one (1) Class A-1
Warrant, one (1) Class A-2 Warrant and one (1) Class A-3 Warrant.
These additional Warrants were issued to and received by the Fund and
Managed Account 1 on the effective date of the Plan; however, due to rounding
issues, these Warrants were not reflected in the accounts of the Fund and
Managed Account 1 until after the filing of the Form 3.
2. The Class A-1 Warrants, Class A-2 Warrants and Class A-3 Warrants are all
exercisable upon issuance.
3. The Class A-1 Warrants, Class A-2 Warrants and Class A-3 Warrants will expire
at 5:00 p.m., New York City time, on July 1, 2014.
SOUTHPAW CREDIT OPPORTUNITY MASTER FUND LP
BY: SOUTHPAW GP LLC,
ITS GENERAL PARTNER
BY: /S/ KEVIN WYMAN 9/2/2009
- ------------------- --------
NAME: KEVIN WYMAN Date
TITLE: MANAGING MEMBER
SOUTHPAW ASSET MANAGEMENT LP
BY: SOUTHPAW HOLDINGS LLC,
ITS GENERAL PARTNER
BY: /S/ KEVIN WYMAN 9/2/2009
- ------------------- --------
NAME: KEVIN WYMAN Date
TITLE: MANAGING MEMBER
SOUTHPAW HOLDINGS, LLC
BY: /S/ KEVIN WYMAN 9/2/2009
- ------------------- --------
NAME: KEVIN WYMAN Date
TITLE: MANAGING MEMBER
/S/ KEVIN WYMAN 9/2/2009
- ------------------- --------
KEVIN WYMAN Date
/S/ HOWARD GOLDEN 9/2/2009
- ---------------------- --------
HOWARD GOLDEN Date
