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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Primus Telecommunications Group, Incorporated
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
741929301
(CUSIP Number)
December 15, 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:
[ ] 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).
CUSIP No. 741929301
1. Names of Reporting Persons.
Altai Capital Management, LLC
I.R.S. Identification Nos. of above person: 30-0571180
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 500,366
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 500,366
9. Aggregate Amount Beneficially Owned by Each Reporting Person
500,366
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.21%
12. Type of Reporting Person
HC
CUSIP No. 741929301
1. Names of Reporting Persons.
Altai Capital Master Fund, Ltd
I.R.S. Identification Nos. of above person: 98-0636830
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: 500,366
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 500,366
9. Aggregate Amount Beneficially Owned by Each Reporting Person
500,366
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.21%
12. Type of Reporting Person
OO
CUSIP No. 741929301
1. Names of Reporting Persons.
Altai Capital Management, L.P.
I.R.S. Identification Nos. of above person: 27-0488863
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 500,366
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 500,366
9. Aggregate Amount Beneficially Owned by Each Reporting Person
500,366
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.21%
12. Type of Reporting Person
IA
CUSIP No. 741929301
1. Names of Reporting Persons.
Steve 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
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 500,366
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 500,366
9. Aggregate Amount Beneficially Owned by Each Reporting Person
500,366
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.21%
12. Type of Reporting Person
HC
CUSIP No. 741929301
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
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 500,366
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 500,366
9. Aggregate Amount Beneficially Owned by Each Reporting Person
500,366
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.21%
12. Type of Reporting Person
HC
Item 1. (a) Name of Issuer: Primus Telecommunications Group, Incorporated
(b) Address of Issuer's Principal Executive Offices:
7901 Jones Branch Drive, Suite 900
McLean, Virginia 22102
Item 2. (a) Name of Person Filing:
Altai Capital Management, LLC
Altai Capital Master Fund, Ltd
Altai Capital Management, L.P.
Steve Tesoriere
Rishi Bajaj
(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
United States
(c) Citizenship:
Please refer to Item 4 for each Reporting Person
(d) Title of Class of Securities:
Common Stock, $0.001 par value
(e) CUSIP No.: 741929301
Item 3. This Statement is filed pursuant to Rule 13d-1(c).
Item 4. Ownership
Please see Items 5 - 9 and 11 on each cover sheet for each
Reporting Person
The percentages used to calculate beneficial ownership are based
upon the 9,600,000 shares of Commmon Stock that are outstanding as
of September 30, 2009 as reported by the Company in its Form 10-Q
for the quarterly period ended September 30, 2009, filed on November
16, 2009.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
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
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
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.
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.
Dated: December 28, 2009
Altai Capital Management, LLC
By: /s/ Steve Tesoriere
--------------------------
Name: Steve Tesoriere
Title: Manager
Altai Capital Master Fund, Ltd
By: /s/ Toby Symonds
--------------------------
Name: Toby Symonds
Title: Director
Altai Capital Management, L.P.
By: /s/ Steve Tesoriere
--------------------------
Name: Steve Tesoriere
Title: Managing Principal
By: /s/ Steve Tesoriere
----------------------------
Name: Steve Tesoriere
By: /s/ Rishi Bajaj
----------------------------
Name: Rishi Bajaj
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G, dated
December 28, 2009, (the "Schedule 13G"), with respect to the Common Stock,
$0.001 par value per share, of Primus Telecommunications Group, Incorporated
is filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934,
as amended, and that this Agreement shall be included as an Exhibit to this
Schedule 13G. Each of the undersigned agrees to be responsible for the timely
filing of the Schedule 13G, and for the completeness and accuracy of the
information concerning itself contained therein. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the 28th day of December 2009.
Altai Capital Management, LLC
By: /s/ Steve Tesoriere
--------------------------
Name: Steve Tesoriere
Title: Manager
Altai Capital Master Fund, Ltd
By: /s/ Toby Symonds
--------------------------
Name: Toby Symonds
Title: Director
Altai Capital Management, L.P.
By: /s/ Steve Tesoriere
--------------------------
Name: Steve Tesoriere
Title: Managing Principal
By: /s/ Steve Tesoriere
----------------------------
Name: Steve Tesoriere
By: /s/ Rishi Bajaj
----------------------------
Name: Rishi Bajaj