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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CalPERS/PCG Corporate Partners, LLC (Last) (First) (Middle) 1200 PROSPECT STREET SUITE 200 (Street) LA JOLLA CA 92037 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PRIMUS GUARANTY LTD [ PRS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/05/2004
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares, par value $.08 per share	10/05/2004		C		5,791,505	A	$0(1)	5,791,505	D(2)
Common Shares, par value $.08 per share	10/05/2004		S		208,920	D	$13.5(3)	5,582,585	D(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Voting Preferred Shares	$0(4)(5)	10/05/2004		C			1,200,000	09/29/2004	08/08/1988	Common Shares, par value $.08 per share	5,791,505(5)	$25	0	D(2)

1. Name and Address of Reporting Person* CalPERS/PCG Corporate Partners, LLC (Last) (First) (Middle) 1200 PROSPECT STREET SUITE 200 (Street) LA JOLLA CA 92037 (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* PCG Corporate Partners Investments LLC (Last) (First) (Middle) 1200 PROSPECT STREET SUITE 200 (Street) LA JOLLA CA 92037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Controlling Entity

1. Name and Address of Reporting Person* Pacific Corporate Group Holdings, LLC (Last) (First) (Middle) 1200 PROSPECT STREET SUITE 200 (Street) LA JOLLA CA 92037 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Controlling Entity

Explanation of Responses:

1. Reflects conversion of Series A Convertible Voting Preferred Shares.

2. These shares are owned directly by CalPERS/PCG Corporate Partners, LLC, which is a wholly owned subsidiary of PCG Corporate Partners Investments LLC, which is a wholly owned subsidiary of Pacific Corporate Group Holdings, LLC. PCG Corporate Partners Investments LLC and Pacific Corporate Group Holdings, LLC are indirect beneficial owners of the reported securities.

3. The reported price of $13.50 per share does not reflect an underwriting discount of $.945 per share.

4. Each Series A Convertible Voting Preferred Share, par value $.01 per share, was converted into Common Shares, par value $.08 per share, by multiplying such Series A Convertible Voting Preferred Share by $25.00 and then dividing such number by $5.18.

5. Reflects one for eight reverse share split, effected immediately prior to the initial public offering by Primus Guaranty, Ltd.

Remarks:

Exhibit 99.1 - Joint Filer Information

	CalPERS/PCG Corporate Partners, LLC by PCG Corporate Partners Investments LLC, its Manager, by Pacific Corporate Group Holdings, LLC, its Managing Member, by Philip Posner, its Managing Director/CFO	10/06/2004
	** Signature of Reporting Person	Date
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