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*
AMERICAN INTERNATIONAL GROUP INC

(Last) (First) (Middle)
70 PINE STREET

(Street)
NEW YORK NY 10270

(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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2007
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share(1)(2)(3) 06/28/2007 P 3,000,000 A $0.915 18,720,008 I See Explanation of Responses
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Purchases were made by The Variable Annuity Life Insurance Company ("VALIC"), a Texas corporation having its principal office at 2929 Allen Parkway, Houston, Texas 77019; AIG Annuity Insurance Company ("AIGAIC"), a Texas corporation having its principal office at 2929 Allen Parkway, Houston, Texas 77019; and SunAmerica Life Insurance Company ("SALIC"), an Arizona corporation having its principal office at 2929 Allen Parkway, Houston, Texas 77019. VALIC purchased 1,200,000 shares on June 28, 2007 at $ 0.915. AIGAIC purchased 1,200,000 shares on June 28, 2007 at $ 0.915. SALIC purchased 600,000 shares on June 28, 2007 at $ 0.915.
2. As a result of the ability of certain investment advisory subsidiaries of American International Group, Inc. ("AIG") to direct the investment activities of certain entities that own shares of common stock of the issuer, AIG may be deemed to have a beneficial interest in more than 10% of the outstanding shares of the issuer.
3. In connection with the trades reported above and previously reported on a separate statement of changes in Beneficial Ownership, AIG may be deemed to have incurred a "short-swing profit" in the amount of $ 5,571.75 with respect to transactions involving the portion of the shares in which it has a pecuniary interest. Such amount is calculated as specified by SEC rules on the basis of AIG's pecuniary interest in the subject shares. AIG disclaims beneficial ownership of shares involved in such transactions except to the extent of its pecuniary interest. Without admitting any such liability, the Reporting Person has transmitted funds to the issuer as payment of such amount.
Remarks:
American General Life Insurance Company ("AGLIC"), a Texas corporation having its principal office at 2929 Allen Parkway, Houston, Texas 77019, is the sole shareholder of VALIC; AGC Life Insurance Company ("AGCLIC"), a Missouri corporation having its principal office at 222 Monroe Street, Jefferson City, Missouri 65101, is the sole shareholder of AIGAIC and AGLIC; American General Corporation ("AGC"), a Texas corporation having its principal office at 2929 Allen Parkway, Houston, Texas 77019, is the sole shareholder of AGCLIC; AIG Retirement Services, Inc. ("AIGRSI"), a Delaware corporation having its principal office at 1 SunAmerica Center, 37th fl., Century City, Los Angeles, California 90067, is the sole shareholder of SALIC; and AIG, a Delaware corporation having its principal office at 70 Pine Street, New York, NY 10270, is the sole shareholder of AGC and AIGRSI.
American International Group, Inc. Name: Kathleen E. Shannon Title: Senior Vice President and Secretary 11/19/2007
** 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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