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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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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*
SCHEIWE STEVEN D
(Last) (First) (Middle)
C/O PRIMUS TELECOMMUNICATIONS GROUP, INC
7901 JONES BRANCH DRIVE, SUITE 900
(Street)
MCLEAN VA 22102
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PRIMUS TELECOMMUNICATIONS GROUP INC [ PTGI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock(1) 08/10/2011 A 5,000 A $0 10,000(2) D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $11.71(3) 08/10/2011 A 10,000 (4) 08/10/2021 Common Stock 10,000 $0 10,000 D
Explanation of Responses:
1. Annual Grant of Director RSUs. The common stock reported represents the grant of restricted stock units that vest as to one-half of the shares on August 10, 2012, and one-half of the shares on August 10, 2013.
2. Consists of (a) 5,000 restricted stock units that vested as to one-third of the shares on November 8, 2010 and vest as to one-third of the shares on December 31, 2011 and one-third of the shares on December 31, 2012, and (b) the amount described in footnote 1.
3. The exercise price of the option is the closing price of the Issuer's common stock on the NYSE on August 10, 2011, which was the grant date of the option.
4. Annual Grant of Director Stock Options. The option vests as to one-third of the shares on August 10, 2011, one-third of the shares on August 10, 2012, and one-third of the shares on August 10, 2013.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Linda Rockett, Attorney-in-Fact 08/12/2011
** 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.
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                                                                    Exhibit 24.1

                           LIMITED POWER OF ATTORNEY
                                      FOR
                             SECTION 16(a) FILINGS

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Christie A. Hill and Kenneth D. Schwarz, representatives of
Primus Telecommunications Group, Incorporated (the "Company"), and Linda Rockett
and Merav Gershtenman, each of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., signing singly, the undersigned's true and lawful attorney-in-fact to:

        (1)     Execute for and on behalf of the undersigned, forms and
authentication documents for EDGAR Filing Access;

        (2)     Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
forms and authentication documents;

        (3)     Execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or stockholder of the
Company, Forms 3, 4, and 5 and amendments thereto in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules thereunder;

        (4)     Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5 and any amendments thereto and timely file such forms with the
Securities and Exchange Commission and any stock exchange or similar authority;
and

        (5)     Take any other action of any type whatsoever which, in the
opinion of such attorney-in-fact, may be legally necessary or desirable in
connection with the foregoing authority, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to this
Limited Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Limited Power of Attorney and
the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact. This Power of Attorney may be
filed with the Securities and Exchange Commission as a confirming statement of
the authority granted herein.

        IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 10th day of August, 2011.

                                        /s/ Steven D. Scheiwe
                                        ----------------------------------------
                                        Steven D. Scheiwe