INNOVATE Corp. — Director's Dealing 2014

Jan 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTGi HOLDING, INC. (PTGI)
CIK: 0001006837
Period of Report: 2014-01-15

Reporting Person: SCHEIWE STEVEN D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-15	Common Stock	D	2500	—	Disposed	17500	Direct
2014-01-15	Common Stock	A	2500	—	Acquired	20000	Direct
2014-01-15	Common Stock	D	5000	—	Disposed	15000	Direct
2014-01-15	Common Stock	A	5000	—	Acquired	20000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-15	Stock Option (right to buy)	$3.88	D	14622	Disposed	2022-06-12	Common Stock (14622)	Direct
2014-01-15	Stock Option (right to buy)	$3.88	A	14622	Acquired	2022-06-12	Common Stock (14622)	Direct
2014-01-15	Stock Option (right to buy)	$3.72	D	21309	Disposed	2023-06-12	Common Stock (21309)	Direct
2014-01-15	Stock Option (right to buy)	$3.72	A	21309	Acquired	2023-06-12	Common Stock (21309)	Direct

Footnotes

F1: Amendment of outstanding RSU resulting in deemed cancellation of RSU and grant of replacement RSU. On June 12, 2012, the Compensation Committee granted a time-based award of which one-half, or 2,500 shares, vested on June 12, 2013. The Compensation Committee accelerated the vesting of the final one-half, or 2,500 shares, from June 12, 2014 to January 15, 2014.

F2: Amendment of outstanding RSU resulting in deemed cancellation of RSU and grant of replacement RSU. On June 12, 2013, the Compensation Committee granted a time-based award of which no shares have vested. The Compensation Committee accelerated the vesting of one-half, or 2,500 shares, from June 12, 2014 to January 15, 2014 and one-half, or 2,500 shares, from June 12, 2015 to January 15, 2014.

F3: Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. On June 12, 2012, Mr. Scheiwe received an Annual Grant of Director Stock Options that provided for vesting in three equal installments beginning on June 12, 2012. As a result of cash dividends declared since the original issuance, Mr. Scheiwe is now entitled to exercise 43,866 options at an exercise price of $3.88. The Compensation Committee accelerated the vesting of the final one-third, or 14,622 options, from June 12, 2014 to January 15, 2014.

F4: Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. On June 12, 2013, Mr. Scheiwe received an Annual Grant of Director Stock Options that provided for vesting in three equal installments beginning on June 12, 2013. As a result of cash dividends declared since the original issuance, Mr. Scheiwe is now entitled to exercise 31,963 options at an exercise price of $3.72. The Compensation Committee accelerated the vesting of the second-third, or 10,654 options, from June 12, 2014 to January 15, 2014 and the final one-third, or 10,655 options, from June 12, 2015 to January 15, 2014.

F5: Director stock option grant.