SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

ODonnell Shawn Francis

(Last)

(First)

(Middle)

C/O ARBINET CORPORATION

460 HERNDON PARKWAY, SUITE 150

(Street)

HERNDON,

20170

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARBINET Corp [ ARBX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2011

4. If Amendment, Date of 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

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	02/28/2011		F		2,299	D	$8.59	20,444	D
Common Stock	02/28/2011		F		90	D	$8.59	20,354	D
Common Stock	02/28/2011		D		20,354	D	⁽⁴⁾	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to buy)	$8.2⁽¹⁾	02/28/2011		D			37,500⁽¹⁾	⁽²⁾	04/01/2020	Common Stock	37,500⁽¹⁾	⁽²⁾	0	D
Stock Appreciation Right	$6.52⁽¹⁾	02/28/2011		D			18,751⁽¹⁾	⁽³⁾	02/18/2019	Common Stock	18,751⁽¹⁾	⁽²⁾	0	D

Explanation of Responses:

1. Includes the effect of a 1-for-4 reverse stock split, which was effected on June 11, 2010, upon the reporting person's holdings.

2. This option vested as to 18,750 shares upon the effective time of Arbinet Corporation's ("Arbinet") merger with Primus Telecommunications Group, Incorporated ("Primus") on February 28, 2011 and 4,687 shares vest on April 1, 2011, and the remaining shares vest monthly thereafter, in equal installments, until April 1, 2014. This option was assumed by Primus in the merger and was replaced with an option to purchase 21,813 shares of Primus common stock with an exercise price of $14.10 per share.

3. This stock appreciation right vested as to 9,375 shares upon the effective time of the merger on February 28, 2011 and the remaining 9,376 shares vest monthly thereafter, in equal installments, until February 18, 2013. This stock appreciation right was assumed by Primus in the merger and was replaced with a stock appreciation right to purchase 10,907 shares of Primus common stock with a base price of $11.21 per share.

4. The common stock was disposed of pursuant to the merger agreement between Arbinet and Primus in exchange for 11,839 shares of Primus common stock having a market value of $15.60 per share on the effective date of the merger.

	/s/ Christie A. Hill, Attorney-in-Fact	03/02/2011
	** 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 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).
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