SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GLOBAL CAPITAL MANAGEMENT INC/MN (Last) (First) (Middle) 601 CARLSON PARKWAY SUITE 200 (Street) MINNETONKA MN 55305 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/30/2010	3. Issuer Name and Ticker or Trading Symbol PRIMUS GUARANTY LTD [ PRS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

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 Shares, $0.08 par value per share	3,678,071	I(1)(3)	See Footnotes(1)(3)
Common Shares, $0.08 par value per share	7,587,929	I(2)(3)	See Footnotes(2)(3)

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: 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

1. Name and Address of Reporting Person* GLOBAL CAPITAL MANAGEMENT INC/MN (Last) (First) (Middle) 601 CARLSON PARKWAY SUITE 200 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lydiard Partners III, LLC (Last) (First) (Middle) 601 CARLSON PARKWAY SUITE 200 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FREY MICHAEL J (Last) (First) (Middle) 601 CARLSON PARKWAY SUITE 200 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EBF & ASSOCIATES L P (Last) (First) (Middle) 601 CARLSON PARKWAY SUITE 200 (Street) MINNETONKA MN 55305 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares of the Issuer's common shares, $0.08 par value per share ("Shares"), are held for the account of Merced Partners Limited Partnership ("First MP"). These Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Global Capital Management, Inc. ("GCM"), a co-general partner of First MP and the general partner of EBF & Associates, L.P. ("EBF"); EBF, the investment adviser to and a co-general partner of First MP; and Michael J. Frey, the majority owner of EBF and the majority owner, Chairman and Chief Executive Officer of GCM.

2. These Shares are held for the account of Merced Partners III (Cayman), L.P. ("Second MP"). These Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: GCM, the general partner of EBF; EBF, the investment adviser to Second MP; Lydiard Partners III, LLC ("Lydiard"), the sole owner of Lydiard Partners III (Cayman) LLC, which is the general partner of Second MP; and Michael J. Frey, the majority owner of EBF and the majority owner, Chairman and Chief Executive Officer of GCM.

3. Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

Remarks:

	EBF & ASSOCIATES L P, By: GLOBAL CAPITAL MANAGEMENT, INC., General Partner, By: /s/ Michael J. Frey, Chairman and Chief Executive Officer	01/05/2011
	GLOBAL CAPITAL MANAGEMENT, INC., By: /s/ Michael J. Frey, Chairman and Chief Executive Officer	01/05/2011
	LYDIARD PARTNERS III, LLC, By: /s/ Michael J. Frey, Chairman and Chief Executive Officer	01/05/2011
	/s/ Michael J. Frey	01/05/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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