SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PIZZANI PAUL G

(Last)

(First)

(Middle)

C/O PH CAPITAL, 1266 EAST MAIN STREET

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRIMUS TELECOMMUNICATIONS GROUP INC [ PRTL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2003

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/04/2003		C⁽¹⁾		10,770,004	A	$0⁽¹⁾	10,770,004	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	11/21/2003		S		2,500,000	D	$8.5	8,270,004	I	See Footnotes⁽²⁾⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Convertible Preferred Stock	⁽¹⁾	11/04/2003		C			266,643	⁽¹⁾	⁽⁴⁾	Common Stock	10,770,004	$0⁽¹⁾	0	I	See Footnotes⁽²⁾⁽³⁾

Explanation of Responses:

1. On November 4, 2003, the shares of Series C Convertible Preferred Stock (the "Preferred Stock") reflected in Table II, item 5 were converted into shares of the Issuer's common stock (the "Common Stock") based on a conversion ratio of 40.3911 shares of Common Stock per share of Preferred Stock. Such conversion was at no cost and was effected pursuant to the optional conversion provisions of the Certificate of Designation in respect of the Preferred Stock on file with the Secretary of State of the State of Delaware.

2. By AIG Global Sports and Entertainment Fund, L.P. ("AIGGSEF").

3. Pizzani Hamlin Capital, LLC ("PH Capital") is a party to an investment advisory agreement whereby PH Capital is entitled to a performance-related fee based upon the net capital gains of AIGGSEF's portfolio of investments. Mr. Pizzani is a member of PH Capital and is entitled to certain distributions from PH Capital if and when such distributions are made. Accordingly, Mr. Pizzani may be deemed to possess an indirect pecuniary interest in the shares of the Common Stock reported herein. Mr. Pizzani disclaims beneficial ownership of the shares of the Common Stock reported herein except to the extent of his indirect pecuniary interest, if any, therein.

4. There was no expiration date by which the Preferred Stock had to be converted into Common Stock.

	/s/ Paul G. Pizzani	12/01/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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