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 |
|
|
 |
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)
08/19/2009
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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
|
08/19/2009 |
|
S |
|
33,000 |
D |
$5.8
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959,795
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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 |
1. Name and Address of Reporting Person*
| FOUR GREENWICH OFFICE PARK |
|
(Street)
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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)
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1. Name and Address of Reporting Person*
| FOUR GREENWICH OFFICE PARK |
|
(Street)
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1. Name and Address of Reporting Person*
| FOUR GREENWICH OFFICE PARK |
|
(Street)
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| Explanation of Responses: |
|
| Remarks: |
|
|
/s/ Kevin Wyman |
08/21/2009 |
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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
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"),
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 sold 29,828 shares of Common Stock and now beneficially owns
867,541 shares of Common Stock, (ii) a separate managed account managed by
Southpaw Management (the "Managed Account 1"), which sold 2,439 shares of Common
Stock and now beneficially owns 70,948 shares of Common Stock, 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 sold
733 shares of Common Stock and now beneficially owns 21,306 shares of Common
Stock. 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.
SOUTHPAW CREDIT OPPORTUNITIES MASTER FUND LP
BY: SOUTHPAW GP LLC,
ITS GENERAL PARTNER
BY: /S/ KEVIN WYMAN
- -------------------
NAME: KEVIN WYMAN
TITLE: MANAGING MEMBER
SOUTHPAW ASSET MANAGEMENT LP
BY: SOUTHPAW HOLDINGS LLC,
ITS GENERAL PARTNER
BY: /S/ KEVIN WYMAN
- -------------------
NAME: KEVIN WYMAN
TITLE: MANAGING MEMBER
SOUTHPAW HOLDINGS, LLC
BY: /S/ KEVIN WYMAN
- -------------------
NAME: KEVIN WYMAN
TITLE: MANAGING MEMBER
BY: /S/ KEVIN WYMAN
- -------------------
KEVIN WYMAN
BY: /S/ HOWARD GOLDEN
- ----------------------
HOWARD GOLDEN
