- Initial Statement of Beneficial Ownership (3)
05 Février 2011 - 12:11AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
February 28, 2011
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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TRITTO VINCENT
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/2/2011
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3. Issuer Name
and
Ticker or Trading Symbol
PRIMUS GUARANTY LTD [PRS]
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(Last)
(First)
(Middle)
C/O PRIMUS ASSET MANAGEMENT INC., 360 MADISON AVENUE, 25TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
General Counsel /
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Shares, par value $0.08 per share
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43256
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D
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Common Shares, par value $0.08 per share
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62824
(1)
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D
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Common Shares, par value $0.08 per share
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115467
(2)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Shares
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(3)
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1/28/2013
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Common Shares, par value $0.08 per share
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28773
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(3)
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D
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Performance Shares
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(4)
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12/31/2014
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Common Shares, par value $0.08 per share
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90000
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(4)
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D
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Explanation of Responses:
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(
1)
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The reporting person is the beneficial owner of 62,824 vested restricted stock units ("RSUs"). Under the terms of the RSUs, the reporting person's right to receive a gross number of 14,386 common shares, 33,333 common shares and 15,105 common shares vested on January 28, 2011, January 30, 2011 and February 1, 2011, respectively. The reporting person expects that the issuer will deliver the common shares, net of withholding of shares to satisfy applicable tax liabilities, promptly after calculation of such withholding.
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(
2)
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The reporting person is the beneficial owner of 115,467 restricted stock units ("RSUs") that are subject to vesting. Under the terms of the RSUs, the reporting person's right to receive 23,148 common shares, 14,386 common shares, 33,334 common shares, 15,106 common shares, 14,387 common shares and 15,106 common shares will vest on July 21, 2011, January 28, 2012, January 30, 2012, February 1, 2012, January 28, 2013 and February 1, 2013, respectively.
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(
3)
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These performance shares vest according to share price achievement if, on or prior to January 28, 2013, the closing market price of the common shares equals or exceeds the specified price targets for each of 20 trading days during any 30 consecutive trading day period. These price targets are: $5.50 (which would result in 14,386 shares vesting) and $6.50 (which would result in an additional 14,387 shares vesting). These unvested performance shares were part of a grant of 43,159 performance shares, 14,386 shares of which previously vested upon achievement of a $4.50 price target and are included in the reporting person's holdings on Table I.
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(
4)
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These performance shares vest according to share price achievement if, on or prior to December 31, 2013, the closing market price of the common shares equals or exceeds the specified price targets for each of 30 trading days during any 45 consecutive trading day period. These price targets are: $8.25 (which would result in 30,000 shares vesting) and $9.00 (which would result in an additional 60,000 shares vesting). Additionally, if the reporting person remains employed with Primus Asset Management, Inc., a subsidiary of the issuer, through December 31, 2013, with respect to performance shares that have not vested on or prior to December 31, 2013, such performance shares will vest if such price targets are met during the period from January 1, 2014 through December 31, 2014.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TRITTO VINCENT
C/O PRIMUS ASSET MANAGEMENT INC.
360 MADISON AVENUE, 25TH FLOOR
NEW YORK, NY 10017
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General Counsel
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Signatures
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Vincent B. Tritto
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2/4/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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