primusbur13ga-021610.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
Information
to be included in statements filed pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant
to 13d-2(b)
(AMENDMENT
NO.1)*
Primus Telecommunications
Group, Incorporated
(Name
of Issuer)
Common Stock, par value
$0.001
(Title
of Class of Securities)
741929301
(CUSIP
Number)
December 31,
2009
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule
pursuant
to which this Schedule is filed:
[
] Rule 13d-1(b)
[x] Rule
13d-1(c)
[
] Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on the Following Pages)
1.NAME OF REPORTING PERSONS
|
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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Burlingame
Equity Investors, LP
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2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
492,489
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
492,489
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
492,489
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.1%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Equity Investors II, LP
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
53,005
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
53,005
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
53,005
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.6%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Equity Investors (Offshore) Ltd.
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
81,833
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
81,833
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
81,833
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.9%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Burlingame
Asset Management, LLC
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
627,327
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
627,327
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
627,327
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.5%
12.TYPE OF REPORTING PERSON*
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
6.SHARED VOTING POWER
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.5%
12.TYPE OF REPORTING PERSON*
IN, HC
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
Amendment is filed with respect to the shares of the common stock, having $.001
par value per share (the "Common Stock"), of Primus
Telecommunications Group, Incorporated (“Issuer”), beneficially owned by
the Reporting Persons (as defined below) as of December 31, 2009 and amends and
supplements the Schedule 13G filed on September 18, 2009 (collectively, the
"Schedule 13G"). Except as set forth herein, the Schedule 13G is
unmodified.
The
names of the persons filing this statement on Schedule 13G are (collectively,
the “Reporting Persons”):
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-
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Burlingame
Equity Investors, LP (“Onshore
Fund”).
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Burlingame
Equity Investors II, LP (the “Onshore Fund
II”).
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Burlingame
Equity Investors (Offshore) Ltd. (“Offshore
Fund”).
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-
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Burlingame
Asset Management, LLC (“BAM”).
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-
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Blair
E. Sanford (“Mr. Sanford”).
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ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and
percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
(i)
The Onshore Fund individually beneficially owns 492,489 shares of Common Stock,
consisting of: (A) 398,807 shares of Common Stock and (B) warrants exercisable
for 93,682 shares of Common Stock.
(ii)
The Onshore Fund II Fund individually beneficially owns 53,005 shares of Common
Stock, consisting of: (A) 42,922 shares of Common Stock and (B) warrants
exercisable for 10,083 shares of Common Stock.
(iii)
The Offshore Fund individually beneficially owns 81,833 shares of
Common Stock, consisting of: (A) 66,266 shares of Common Stock and (B) warrants
exercisable for 15,567 shares of Common Stock.
(iv)
BAM, as the general partner of the Onshore Fund and Onshore Fund II Fund, and
the investment manager of the Offshore Fund, may be deemed to beneficially own
the 627,327 shares of Common Stock beneficially owned by them.
(v)
Mr. Sanford may be deemed to be the beneficial owner of the 627,327 shares of
Common Stock beneficially owned by BAM.
(vi)
Collectively, the Reporting Persons beneficially own 627,327 shares of Common
Stock.
(i)
The Onshore Fund’s individual beneficial ownership of 492,489 shares of Common
Stock represents 5.1% of all of the outstanding shares of Common
Stock.
(ii)
The Onshore Fund II Fund’s individual beneficial ownership of 53,005 shares of
Common Stock represents 0.6% of all of the outstanding shares of Common
Stock.
(iii)
The Offshore Fund’s individual beneficial ownership of 81,833 shares of
Common Stock represents 0.9% of all of the outstanding shares of Common
Stock.
(iv)
BAM’s and Mr. Sanford’s beneficial ownership of 627,327 shares of Common Stock
represents 6.5% of all of the outstanding shares of Common Stock.
(v)
Collectively, the Reporting Persons’ beneficial ownership of 627,327 shares of
Common Stock represents 6.5% of all of the outstanding shares of Common
Stock.
(c)
Number of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote
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Not
applicable.
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(ii)
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Shared
power to vote or to direct the vote of shares of Common
Stock:
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The
Onshore Fund, BAM and Mr. Sanford have shared power to vote or direct the vote
of the 492,489 shares of Common Stock individually beneficially owned by the
Onshore Fund.
The
Onshore Fund II Fund, BAM and Mr. Sanford have shared power to vote or direct
the vote of the 53,005 shares of Common Stock individually beneficially owned by
the Onshore Fund II Fund.
The
Offshore Fund, BAM and Mr. Sanford have shared power to vote or direct the vote
of the 81,833 shares of
Common Stock individually beneficially owned by the Offshore Fund.
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(iii)
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Sole
power to dispose or to direct the disposition of shares of Common
Stock:
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Not
applicable.
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(iv)
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Shared
power to dispose or to direct the disposition of shares of Common
Stock:
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The
Onshore Fund, BAM and Mr. Sanford have shared power to dispose or direct the
disposition of the 492,489 shares of Common Stock individually beneficially
owned by the Onshore Fund.
The
Onshore Fund II Fund, BAM and Mr. Sanford have shared power to dispose or direct
the disposition of the 53,005 shares of Common Stock individually beneficially
owned by the Onshore Fund II Fund.
The
Offshore Fund, BAM and Mr. Sanford have shared power to dispose or direct the
disposition of the 81,833 shares of
Common Stock held individually beneficially owned the Offshore
Fund.
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief,
each
of the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Dated: February
12, 2010
BURLINGAME
EQUITY INVESTORS, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E.
Sanford, Managing Member
BURLINGAME
EQUITY INVESTORS II, LP
By:
Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
BURLINGAME
EQUITY INVESTORS (OFFSHORE) LTD.
By:
/s/ Blair E.
Sanford
Blair E. Sanford,Director
BURLINGAME
ASSET MANAGEMENT, LLC
By:
/s/ Blair E.
Sanford
Blair E. Sanford, Managing
Member
/s/
Blair E. Sanford
Blair
E. Sanford