INNOVATE Corp. — Director's Dealing 2013

Dec 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTGi HOLDING, INC. (PTGI)
CIK: 0001006837
Period of Report: 2013-12-04

Reporting Person: Keeley James C (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-04	Common Stock	D	2193	—	Disposed	13336	Direct
2013-12-04	Common Stock	A	2193	—	Acquired	15529	Direct
2013-12-04	Common Stock	D	2000	—	Disposed	13529	Direct
2013-12-04	Common Stock	A	2000	—	Acquired	15529	Direct
2013-12-04	Common Stock	D	2000	—	Disposed	13529	Direct
2013-12-04	Common Stock	A	2000	—	Acquired	15529	Direct
2013-12-04	Common Stock	A	2193	—	Acquired	17722	Direct
2013-12-04	Common Stock	F	6197	$2.79	Disposed	11525	Direct

Footnotes

F1: On July 5, 2011, the Compensation Committee granted a time-based award of which one-third, or 2,193 shares, vested on December 31, 2011 and one-third, or 2,193 shares, vested on June 27, 2012. The Compensation Committee accelerated the vesting of the final one-third, or 2,193 shares, from December 31, 2013 to December 4, 2013.

F2: 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 $24 prior to April 15, 2014. The amendment accelerated the vesting to become fully vested on December 4, 2013.

F3: 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 $30 prior to April 15, 2014. The amendment accelerated the vesting to become fully vested on December 4, 2013.

F4: On July 5, 2011, the Compensation Committee granted a performance-based award of which one-third, or 2,193 shares, vested on April 15, 2012 and one-third, or 2,193 shares, vested on June 27, 2012. The Compensation Committee accelerated the vesting of the final one-third, or 2,193 shares, from April 15, 2014 to December 4, 2013.

F5: The amount represents the shares withheld to cover the tax liability associated with the vestings on December 4, 2013.