Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Lawson Tracy
2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2011
3. Issuer Name and Ticker or Trading Symbol
PRIMUS TELECOMMUNICATIONS GROUP INC [NONE]
(Last)
(First)
(Middle)
C/O PRIMUS TELECOMMUNICATIONS GROUP,INC., 7901 JONES BRANCH DRIVE, SUITE 900
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MCLEAN, VA 22102
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 404 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lawson Tracy
C/O PRIMUS TELECOMMUNICATIONS GROUP,INC.
7901 JONES BRANCH DRIVE, SUITE 900
MCLEAN, VA 22102
      See Remarks  

Signatures

/s/ Linda Rockett, Attorney-in-Fact 03/31/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Consists of 157 shares of common stock and 247 shares of common stock subject to restricted stock units that vest as to 82 shares on April 1, 2011 and April 1, 2012 and as to 83 shares on April 1, 2013. The shares of common stock and restricted stock units were initially issued by Arbinet Corporation ("Arbinet") and were converted into shares of common stock issuable in Primus Telecommunications Group, Incorporated ("Primus"), following Primus' merger with Arbinet on February 28, 2011.
 
Remarks:
Vice President, Corporate Controller

Exhibit 24.1 Power of Attorney

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