UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Primus Telecommunications Group, Incorporated
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
741929301
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 12 Pages
Exhibit Index: Page 11
CUSIP No. 741929301 Page 2 of 12 Pages
1. Names of Reporting Persons.
Altai Capital Management, L.P.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 0
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
IA, PN
CUSIP No. 741929301 Page 3 of 12 Pages
1. Names of Reporting Persons.
Altai Capital Master Fund, Ltd.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 0
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
OO
CUSIP No. 741929301 Page 4 of 12 Pages
1. Names of Reporting Persons.
Altai Capital Management, LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 0
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
HC, OO
CUSIP No. 741929301 Page 5 of 12 Pages
1. Names of Reporting Persons.
Steven V. Tesoriere
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 0
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
HC, IN
CUSIP No. 741929301 Page 6 of 12 Pages
1. Names of Reporting Persons.
Rishi Bajaj
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 0
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
HC, IN
Page 7 of 12 Pages
Item 1(a). Name of Issuer:
Primus Telecommunications Group, Incorporated (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
7901 Jones Branch Drive, Suite 900
McLean, Virginia 22102
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Altai Capital Management, L.P. ("ACMLP");
ii) Altai Capital Master Fund, Ltd. (the "Master Fund")
iii) Altai Capital Management, LLC ("ACM");
iv) Steven V. Tesoriere ("Mr. Tesoriere"); and
v) Rishi Bajaj ("Mr. Bajaj").
This Statement relates to Shares (as defined herein) held for
the Master Fund. ACMLP is a registered investment adviser under Section 203
of the Investment Advisers Act of 1940, as amended, and serves as investment
adviser to the Master Fund. ACM is the general partner of ACMLP. Each of
Mr. Tesoriere and Mr. Bajaj is a managing principal of ACMLP and a managing
member of ACM. In such capacities, ACMLP, ACM, Mr. Tesoriere and Mr. Bajaj
may be deemed to have voting and dispositive power over the Shares held for
the account of the Master Fund.
Item 2(b). Address of Principal Business Office, or, if None, Residence:
The address of the principal business office of each
Reporting Person is 152 West 57th Street, 10th Floor New York, NY 10019.
Item 2(c). Citizenship:
i) ACMLP is a Delaware limited partnership;
ii) The Master Fund is a Cayman Islands exempted company;
iii) ACM is a Delaware limited liability company;
iv) Mr. Tesoriere is a citizen of the United States of
America; and
v) Mr. Bajaj is a citizen of the United States of
America.
Page 8 of 12 Pages
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value per share (the "Shares")
Item 2(e). CUSIP No.:
741929301
Item 3. If This Statement is Filed Pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4. Ownership
Item 4(a) Amount Beneficially Owned:
As of December 31, 2010, each of the Reporting Persons may be
deemed the beneficial owner of 0 shares.
Item 4(b) Percent of Class:
As of December 31, 2010, each of the Reporting Persons may be
deemed the beneficial owner of approximately 0% of Shares outstanding.
Item 4(c) Number of Shares as to which the person has:
ACMLP, Master Fund, ACM, Mr. Tesoriere, and Mr. Bajaj:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Page 9 of 12 Pages
Item 5. Ownership of Five Percent or Less of a Class
X
Item 6. Ownership of More than Five Percent on Behalf of Another Person
This Item 6 is not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
or Control Person
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group
This Item 9 is not applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
Page 10 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Altai Capital Management, L.P.
By: /s/ Steven V. Tesoriere
--------------------------
Name: Steven V. Tesoriere
Title: Managing Principal
Altai Capital Master Fund, Ltd.
By: /s/ Toby E. Symonds
--------------------------
Name: Toby E. Symonds
Title: Director
Altai Capital Management, LLC
By: /s/ Steven V. Tesoriere
--------------------------
Name: Steven V. Tesoriere
Title: Manager
/s/ Steven V. Tesoriere
----------------------------
Steven V. Tesoriere
/s/ Rishi Bajaj
----------------------------
Rishi Bajaj
February 14, 2011
Page 11 of 12 Pages
EXHIBIT INDEX
Ex. Page No.
A Joint Filing Agreement 12
Page 12 of 12 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect
to the Common Stock, par value $0.001 per share, of Primus Telecommunications
Group Incorporated, dated as of February 14, 2011 is, and any amendments
thereto (including amendments on Schedule 13D) signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the previsions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Altai Capital Management, L.P.
By: /s/ Steven V. Tesoriere
--------------------------
Name: Steven V. Tesoriere
Title: Managing Principal
Altai Capital Master Fund, Ltd.
By: /s/ Toby E. Symonds
--------------------------
Name: Toby E. Symonds
Title: Director
Altai Capital Management, LLC
By: /s/ Steven V. Tesoriere
--------------------------
Name: Steven V. Tesoriere
Title: Manager
/s/ Steven V. Tesoriere
----------------------------
Steven V. Tesoriere
/s/ Rishi Bajaj
----------------------------
Rishi Bajaj
February 14, 2011