Edgar Filing: PTGi HOLDING, INC.

Ownership Submission

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HARBINGER GROUP INC.

2. Issuer Name and Ticker or Trading Symbol
PTGi HOLDING, INC. [NONE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

450 PARK AVENUE, 30TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2014

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2014		P		30,000	A	$ 4	3,867,114	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/03/2014		P		953,501	A	$ 4	4,820,615	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/03/2014		P		158,352	A	$ 4	4,978,967	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/03/2014		P		420,000	A	$ 4	5,398,967	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/03/2014		P		150,000	A	$ 4	5,548,967	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/03/2014		P		25,000	A	$ 4	5,573,967	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/06/2014		P		29,100	A	$ 4	5,603,067	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/06/2014		P		25,200	A	$ 4	5,628,267	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/06/2014		P		2,181	A	$ 4	5,630,448	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/06/2014		P		115,076	A	$ 4	5,745,524	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	01/07/2014		P		12,836	A	$ 4	5,758,360	I	See Footnotes ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HARBINGER GROUP INC. 450 PARK AVENUE 30TH FLOOR NEW YORK, NY 10022		X
FALCONE PHILIP 450 PARK AVENUE 30TH FLOOR NEW YORK, NY 10022		X

Signatures

Harbinger Group Inc., By: /s/ Thomas Williams, Executive Vice President and Chief Financial Officer		01/07/2014
^**Signature of Reporting Person		Date
/s/ Philip A. Falcone		01/07/2014
^**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)	The shares of the Issuer reported herein are held in the name of a wholly owned subsidiary of Harbinger Group Inc. ("HGI") by the name of HGI Funding, LLC, and and may be held by one or more wholly owned subsidiaries of HGI in the future from time to time (collectively, such subsidiaries of HGI, "HGI Holdings"). Mr. Philip Falcone is the Chief Executive Officer and Chairman of the Board of Directors of HGI and the portfolio manager of certain controlling persons of HGI. Neither HGI nor Mr. Falcone own directly any securities of the Issuer. However, as a result of HGI's ownership of all of HGI Holdings' equity and Mr. Falcone's position with HGI and his relationship with HGI's controlling persons, HGI and Mr. Falcone may be deemed to beneficially own securities of the Issuer directly owned by HGI Holdings.
(2)	The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaims beneficial ownership of the securities owned by the other reporting persons except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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