SEC FORM 3

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^*

TRITTO VINCENT

(Last)

(First)

(Middle)

C/O PRIMUS ASSET MANAGEMENT INC.

360 MADISON AVENUE, 25TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2011

3. Issuer Name and Ticker or Trading Symbol
PRIMUS GUARANTY LTD [ PRS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

5. 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 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, par value $0.08 per share	43,256	D
Common Shares, par value $0.08 per share	62,824⁽¹⁾	D
Common Shares, par value $0.08 per share	115,467⁽²⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Performance Shares	⁽³⁾	01/28/2013	Common Shares, par value $0.08 per share	28,773	⁽³⁾	D
Performance Shares	⁽⁴⁾	12/31/2014	Common Shares, par value $0.08 per share	90,000	⁽⁴⁾	D

Explanation of Responses:

1. The reporting person is the beneficial owner of 62,824 vested restricted stock units ("RSUs"). Under the terms of the RSUs, the reporting person's right to receive a gross number of 14,386 common shares, 33,333 common shares and 15,105 common shares vested on January 28, 2011, January 30, 2011 and February 1, 2011, respectively. The reporting person expects that the issuer will deliver the common shares, net of withholding of shares to satisfy applicable tax liabilities, promptly after calculation of such withholding.

2. The reporting person is the beneficial owner of 115,467 restricted stock units ("RSUs") that are subject to vesting. Under the terms of the RSUs, the reporting person's right to receive 23,148 common shares, 14,386 common shares, 33,334 common shares, 15,106 common shares, 14,387 common shares and 15,106 common shares will vest on July 21, 2011, January 28, 2012, January 30, 2012, February 1, 2012, January 28, 2013 and February 1, 2013, respectively.

3. These performance shares vest according to share price achievement if, on or prior to January 28, 2013, the closing market price of the common shares equals or exceeds the specified price targets for each of 20 trading days during any 30 consecutive trading day period. These price targets are: $5.50 (which would result in 14,386 shares vesting) and $6.50 (which would result in an additional 14,387 shares vesting). These unvested performance shares were part of a grant of 43,159 performance shares, 14,386 shares of which previously vested upon achievement of a $4.50 price target and are included in the reporting person's holdings on Table I.

4. These performance shares vest according to share price achievement if, on or prior to December 31, 2013, the closing market price of the common shares equals or exceeds the specified price targets for each of 30 trading days during any 45 consecutive trading day period. These price targets are: $8.25 (which would result in 30,000 shares vesting) and $9.00 (which would result in an additional 60,000 shares vesting). Additionally, if the reporting person remains employed with Primus Asset Management, Inc., a subsidiary of the issuer, through December 31, 2013, with respect to performance shares that have not vested on or prior to December 31, 2013, such performance shares will vest if such price targets are met during the period from January 1, 2014 through December 31, 2014.

	Vincent B. Tritto	02/04/2011
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.