INNOVATE Corp. — Director's Dealing 2013

Aug 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRIMUS TELECOMMUNICATIONS GROUP INC (PTGI)
CIK: 0001006837
Period of Report: 2013-04-15

Reporting Person: Day Andrew (CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-15	Common Stock	A	3684	—	Disposed	42175	Direct
2013-07-30	Common Stock	D	5000	—	Disposed	37175	Direct
2013-07-30	Common Stock	A	5000	—	Disposed	42175	Direct
2013-07-30	Common Stock	D	5000	—	Disposed	37175	Direct
2013-07-30	Common Stock	A	5000	—	Disposed	42175	Direct
2013-07-30	Common Stock	A	3684	—	Disposed	45859	Direct
2013-07-30	Common Stock	D	3684	—	Disposed	42175	Direct
2013-07-30	Common Stock	A	3684	—	Disposed	45859	Direct
2013-07-30	Common Stock	F	8060	$11.98	Disposed	37799	Direct

Footnotes

F1: On July 5, 2011, the Compensation Committee granted a performance-based award of which one-third vested on April 15, 2013 in conjunction with PTGi meeting certain financial targets for the 2012 fiscal year.

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 July 30, 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 July 30, 2013.

F4: On July 5, 2011, the Compensation Committee granted a performance-based award of which one-third, or 3,684 shares, vested on April 15, 2012 and one-third, or 3,684 shares, vested on April 15, 2013. The Compensation Committee accelerated the vesting of the final one-third, or 3,684 shares, from April 15, 2014 to July 30, 2013.

F5: On July 5, 2011, the Compensation Committee granted a time-based award of which one-third, or 3,684 shares, vested on December 31, 2011 and one-third, or 3,685 shares, vested on December 31, 2012. The Compensation Committee accelerated the vesting of the final one-third, or 3,684 shares, from December 31, 2013 to July 30, 2013.

F6: The amount represents the shares withheld to cover the tax liability associated with the vestings on July 30, 2013.