0000950142-14-000142.txt : 20140117 0000950142-14-000142.hdr.sgml : 20140117 20140117171212 ACCESSION NUMBER: 0000950142-14-000142 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140115 FILED AS OF DATE: 20140117 DATE AS OF CHANGE: 20140117 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PTGi HOLDING, INC. CENTRAL INDEX KEY: 0001006837 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 541708481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 460 HERNDON PARKWAY STREET 2: SUITE 150 CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 703-456-0100 MAIL ADDRESS: STREET 1: 460 HERNDON PARKWAY STREET 2: SUITE 150 CITY: HERNDON STATE: VA ZIP: 20170 FORMER COMPANY: FORMER CONFORMED NAME: PRIMUS TELECOMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19960814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER GROUP INC. CENTRAL INDEX KEY: 0000109177 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35210 FILM NUMBER: 14535832 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-8548 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: ZAPATA CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: ZAPATA NORNESS INC DATE OF NAME CHANGE: 19720314 FORMER NAME: FORMER CONFORMED NAME: ZAPATA OFF SHORE CO DATE OF NAME CHANGE: 19690115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FALCONE PHILIP CENTRAL INDEX KEY: 0001233569 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35210 FILM NUMBER: 14535833 MAIL ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 es1400167_4-ptgi.xml OWNERSHIP DOCUMENT X0306 4 2014-01-15 0 0001006837 PTGi HOLDING, INC. NONE 0001233569 FALCONE PHILIP 450 PARK AVENUE 30TH FLOOR NEW YORK NY 10022 1 0 1 1 * See Remarks below 0000109177 HARBINGER GROUP INC. 450 PARK AVENUE 30TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2014-01-15 4 A 0 2028 0 A 2028 D Common Stock 5758360 I See Footnotes Stock Option (right to buy) 3.58 2014-01-15 4 A 0 4055 0 A 2024-01-15 Common Stock 4055 4055 D On January 15, 2014, in connection with being appointed as a director of the Issuer, Mr. Falcone was granted restricted stock units that vest as to one-half of the shares on January 15, 2015 and one-half of the shares on January 15, 2016, subject in each case to continued service as a director of the Issuer on the date of vesting. These securities are beneficially owned by Mr. Falcone. On January 15, 2014, in connection with being appointed as a director of the Issuer, Mr. Falcone was granted stock options that vested as to one-third of the shares on January 15, 2014. The remainder of such shares vests one-third on January 15, 2015 and one-third on January 15, 2016, subject in each case to continued service as a director of the Issuer on the date of vesting. These securities are beneficially owned by Mr. Falcone. These shares are held in the name of a wholly owned subsidiary of Harbinger Group Inc. ("HGI") by the name of HGI Funding, LLC, and may be held by one or more wholly owned subsidiaries of HGI in the future from time to time (collectively, such subsidiaries of HGI, "HGI Holdings"). These securities are beneficially owned by HGI. Mr. Philip Falcone is the Chief Executive Officer and Chairman of the Board of Directors of HGI and the portfolio manager of certain controlling persons of HGI. As a result of Mr. Falcone's position with HGI and his relationship with HGI's controlling persons, Mr. Falcone may be deemed to beneficially own securities of the Issuer beneficially owned by HGI. The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by the other reporting persons except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Mr. Philip A. Falcone serves on the board of directors of the Issuer and is also the Chairman of the board and Chief Executive Officer of HGI. As a result, the persons listed herein may be deemed directors of the Issuer by deputization. /s/ Philip A. Falcone 2014-01-17 Harbinger Group Inc., By: /s/ Thomas Williams, Executive Vice President and Chief Financial Officer 2014-01-17