FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * Keeley James C   2. Issuer Name and Ticker or Trading Symbol PTGi HOLDING, INC. [PTGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) C/O PTGI HOLDING, INC., 460 HERNDON PARKWAY, SUITE 150 3. Date of Earliest Transaction (Month/Day/Year) 12/04/2013 (Street) HERNDON, VA 20170 4. If Amendment, Date 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 (City) (State) (Zip) 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 12/04/2013   D   2,193 (1) D $ 0 13,336 D   Common Stock 12/04/2013   A   2,193 (1) A $ 0 15,529 D   Common Stock 12/04/2013   D   2,000 (2) D $ 0 13,529 D   Common Stock 12/04/2013   A   2,000 (2) A $ 0 15,529 D   Common Stock 12/04/2013   D   2,000 (3) D $ 0 13,529 D   Common Stock 12/04/2013   A   2,000 (3) A $ 0 15,529 D   Common Stock 12/04/2013   A   2,193 (4) A $ 0 17,722 D   Common Stock 12/04/2013   F   6,197 (5) D $ 2.79 11,525 D

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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Keeley James C C/O PTGI HOLDING, INC. 460 HERNDON PARKWAY, SUITE 150 HERNDON, VA 20170			CFO

Signatures

Andrea L. Mancuso, Attorney-in-Fact		12/06/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On July 5, 2011, the Compensation Committee granted a time-based award of which one-third, or 2,193 shares, vested on December 31, 2011 and one-third, or 2,193 shares, vested on June 27, 2012. The Compensation Committee accelerated the vesting of the final one-third, or 2,193 shares, from December 31, 2013 to December 4, 2013.
(2)	Amendment of outstanding RSU resulting in deemed cancellation of RSU and grant of replacement RSU. The RSU was originally granted on July 5, 2011 and provided for vesting if PTGi's stock price closes at or above $24 prior to April 15, 2014. The amendment accelerated the vesting to become fully vested on December 4, 2013.
(3)	Amendment of outstanding RSU resulting in deemed cancellation of RSU and grant of replacement RSU. The RSU was originally granted on July 5, 2011 and provided for vesting if PTGi's stock price closes at or above $30 prior to April 15, 2014. The amendment accelerated the vesting to become fully vested on December 4, 2013.
(4)	On July 5, 2011, the Compensation Committee granted a performance-based award of which one-third, or 2,193 shares, vested on April 15, 2012 and one-third, or 2,193 shares, vested on June 27, 2012. The Compensation Committee accelerated the vesting of the final one-third, or 2,193 shares, from April 15, 2014 to December 4, 2013.
(5)	The amount represents the shares withheld to cover the tax liability associated with the vestings on December 4, 2013.

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