SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Day Andrew

(Last)

(First)

(Middle)

C/O PRIMUS TELECOMMUNICATIONS GROUP, INC

7901 JONES BRANCH DRIVE, SUITE 900

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/03/2012

3. Issuer Name and Ticker or Trading Symbol
PRIMUS TELECOMMUNICATIONS GROUP INC [ PTGI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO of North America

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,649	D
Common Stock⁽¹⁾	1,667	D
Common Stock⁽²⁾	7,369	D
Common Stock⁽³⁾	5,000	D
Common Stock⁽⁴⁾	5,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)⁽⁵⁾	⁽⁶⁾	07/01/2019	Common Stock	11,818	$11.49	D
Stock Option (right to buy)⁽⁷⁾	01/01/2010	07/01/2019	Common Stock	1,924	$11.49	D
Stock Option (right to buy)⁽⁷⁾	01/01/2011	07/01/2019	Common Stock	1,924	$11.49	D

Explanation of Responses:

1. The common stock reported represents the remaining unvested portion of a grant of 5,000 restricted stock units, of which 1,667 shares vested on November 8, 2010, 1,666 shares vested on December 31, 2011, 1,667 shares will vest on December 31, 2012.

2. The common stock reported represents the remaining unvested portion of a grant of 11,053 restricted stock units, of which 3,684 shares vested on December 31, 2011, 3,685 shares will vest on December 31, 2012, and 3,684 shares will vest on December 31, 2013.

3. The common stock reported represents the grant of restricted stock units that vest if PTGI's stock price closes at or above $24 on or prior to April 15, 2014.

4. The common stock reported represents the grant of restricted stock units that vest if PTGI's stock price closes at or above $30 on or prior to April 15, 2014.

5. The option originally had an exercise price of $12.22 for 11,108 shares of common stock. On July 16, 2012, as a result of the cash dividend of $1.00 per share, the Board of Directors adjusted all outstanding options, and the reporting person's options were adjusted to have an exercise price of $11.49 and the number of shares to 11,818.

6. The option became exercisable as to one-quarter of the shares on January 1, 2010, one-quarter of the shares on July 1, 2010, one-quarter of the shares on January 1, 2011, and one-quarter of the shares on July 1, 2011.

7. The option originally had an exercise price of $12.22 for 1,808 shares of common stock. On July 16, 2012, as a result of the cash dividend of $1.00 per share, the Board of Directors adjusted all outstanding options, and the reporting person's options were adjusted to have an exercise price of $11.49 and the number of shares to 1,924.

	Andrew Day	08/03/2012
	** 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 5 (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).
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