INNOVATE Corp. — Director's Dealing 2012

Jun 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRIMUS TELECOMMUNICATIONS GROUP INC (PTGI)
CIK: 0001006837
Period of Report: 2012-06-27

Reporting Person: SCHWARZ KEN (CFO (PFO); SVP, IT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-27	Common Stock	D	5000	—	Disposed	23982	Direct
2012-06-27	Common Stock	A	5000	—	Acquired	28982	Direct
2012-06-27	Common Stock	A	3801	—	Acquired	32783	Direct
2012-06-27	Common Stock	F	5948	$16.63	Disposed	26835	Direct

Footnotes

F1: Amendment of outstanding RSU resulting in deemed cancellation of RSU and grant of replacement RSU. The RSU was originally granted on July 5, 2011 and provided for vesting if PTGi's stock price closes at or above $18 prior to April 15, 2014. The amendment accelerated the vesting to become fully vested on June 27, 2012.

F2: On July 5, 2011, the Compensation Committee granted a performance-based award of which one-third, or 3,801 shares, vested on April 15, 2012. The Compensation Committee accelerated the vesting of the second one-third, or 3,801 shares, from April 15, 2013 to June 27, 2012.

F3: Shares withheld to cover the tax liability associated with the vestings on June 27, 2012.