Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Day Andrew
   2. Issuer Name and Ticker or Trading Symbol
PRIMUS TELECOMMUNICATIONS GROUP INC [PTGI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President
(Last)
(First)
(Middle)
C/O PRIMUS TELECOMMUNICATIONS GROUP, INC, 460 HERNDON PARKWAY, SUITE 150		 3. Date of Earliest Transaction (Month/Day/Year)
04/15/2013
(Street)

HERNDON, VA 20170		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/15/2013   A   3,684 (1) D $ 0 42,175 D  
Common Stock 07/30/2013   D   5,000 (2) D $ 0 37,175 D  
Common Stock 07/30/2013   A   5,000 (2) D $ 0 42,175 D  
Common Stock 07/30/2013   D   5,000 (3) D $ 0 37,175 D  
Common Stock 07/30/2013   A   5,000 (3) D $ 0 42,175 D  
Common Stock 07/30/2013   A   3,684 (4) D $ 0 45,859 D  
Common Stock 07/30/2013   D   3,684 (5) D $ 0 42,175 D  
Common Stock 07/30/2013   A   3,684 (5) D $ 0 45,859 D  
Common Stock 07/30/2013   F   8,060 (6) D $ 11.98 37,799 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Day Andrew
C/O PRIMUS TELECOMMUNICATIONS GROUP, INC
460 HERNDON PARKWAY, SUITE 150
HERNDON, VA 20170		       CEO and President  

Signatures

 John D. Filipowicz, Attorney-in-Fact   08/01/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) The amount represents the shares withheld to cover the tax liability associated with the vestings on July 30, 2013.

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