UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No. )*
Primus Telecommunications
Group, Incorporated
NAME OF
ISSUER:
Common Stock, par value
$0.001 per share
TITLE OF
CLASS OF SECURITIES
741929301
CUSIP
NUMBER
December 31,
2009
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this
Schedule
is filed:
[x] Rule
13d-1(b)
[ ] 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
6 Pages
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SCHEDULE
13G
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CUSIP
No.: 741929301
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Page
2 of 6 Pages
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1.
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Names
of Reporting Persons.
Nomura
Corporate Research and Asset Management Inc.
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[X]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
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429,201
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6.
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Shared
Voting Power
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85,714
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7.
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Sole
Dispositive Power
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514,915
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8.
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Shared
Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
514,915
(1)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
5.26%
based on 9,798,042 shares outstanding as of October 31, 2009.
(1)
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12.
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Type
of Reporting Person
IA
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(1)
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This
amount consists of 316,873 Shares of the Issuer's Common Stock and 198,042
Shares that the Reporting Person may be deemed to beneficially own upon
exercise of warrants as per Rule 13d-3(d)(1)(i). The Reporting
Person has added 198,042 Shares to the number of Shares of the
Issuer outstanding based upon an amount of Shares that the Reporting
Person is entitled to obtain upon the exercise of warrants as per Rule
13d-3(d)(1)(i).
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Page 3 of
6 Pages
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Item
1 (a)
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Name
of Issuer:
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Primus
Telecommunications Group, Incorporated (the “Issuer”)
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Item
1(b)
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Address
of Issuer’s Principal Executive Offices:
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7901
Jones Branch Drive, Suite 900, McLean, VA 22102
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Item
2(a)
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Name
of Person Filing:
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| This Statement is filed on behalf of Nomura Corporate Research and Asset Management Inc. (“NCRAM”). This Statement relates to Shares (as defined herein) held for the accounts of certain investment funds and certain managed accounts (the “Accounts”) for which NCRAM serves as investment manager or investment adviser. In such capacity, NCRAM may be deemed to have voting and dispositive power over the Shares held in each of the Accounts. | |
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Item
2(b)
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Address
of Principal Office or, if none, Residence:
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The
address of the principal office of NCRAM is 2 World Financial Center,
Building B, 18th Floor, New York, NY 10128
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Item
2(c)
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Citizenship:
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NCRAM
is a corporation organized under the laws of the State of
Delaware.
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Item
2(d)
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Title
of Class of Securities:
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Common
Stock, par value $0.001 per share (the “Shares”)
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Item
2(e)
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CUSIP
Number:
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741929301
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Item
3(e).
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[X]
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
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Item
4
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Ownership:
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Item
4(a)
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Amount
Beneficially Owned:
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Page 4 of
6 Pages
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As
of December 31, 2009, NCRAM may be deemed to be the beneficial owner of an
aggregate of 514,915 Shares held for the Accounts. This amount
includes 198,042 Shares that the Reporting Person may be deemed to own
upon exercise of warrants as per Rule
13d-3(d)(1)(i).
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Item
4(b)
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Percent
of Class:
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The
number of Shares of which NCRAM may be deemed to be the beneficial
owner constitutes approximately 5.26% of the total number of Shares
of the Issuer outstanding.
Based
upon the information provided by the Issuer in its most recently-filed
quarterly report on Form 10-Q/A (Amendment No. 2) filed on April 5, 2010,
there were 9,600,000 Shares outstanding as of October 31, 2009. The
Reporting Person may be deemed to beneficially own 198,042 Shares upon the
exercise of warrants. Pursuant to Rule 13d-3(d)(1)(i), such
Shares have been added to the Issuer's number of Shares outstanding,
therefore totaling 9,798,042 as the number of Shares
outstanding.
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Item
4(c)
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Number
of Shares of which such person has:
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(i)
Sole power to vote or direct the vote:
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429,201
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(ii)
Shared power to vote or direct the vote:
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85,714
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(iii)
Sole power to dispose or direct the disposition of:
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514,915
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(iv)
Shared power to dispose or direct the disposition of:
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0
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Item
5
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Ownership
of 5% or Less of a Class:
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If this
statement is being filed to report the fact that as of the date hereof the
Reporting Person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [
].
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Item
6
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Ownership
of More than 5% on Behalf of Another Person:
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The
Accounts have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of the
Shares.
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Item
7
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
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This
Item 7 is not applicable.
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Item
8
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Identification
and Classification of Members of the Group:
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This
Item 8 is not applicable.
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Item
9
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Notice
of Dissolution of Group:
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This
Item 9 is not applicable.
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Page 5 of
6 Pages
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Item
10
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Certification:
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By
signing below each of the Reporting Persons certifies that, to the best of
their 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.
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Page 6
of 6 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.
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Date:
April 15, 2010
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NOMURA
CORPORATE RESEARCH AND ASSET MANAGEMENT INC.
By: /s/ Steve Kosten,
CFA
Name: Steve
Kosten, CFA
Title: Managing
Director, Porfolio Manager
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