Sec Form 4 Filing - SCHEIWE STEVEN D @ PTGi HOLDING, INC. - 2014-01-15

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SCHEIWE STEVEN D 2. Issuer Name and Ticker or Trading Symbol PTGi HOLDING, INC. [ PTGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PTGI HOLDING INC., 460 HERNDON PARKWAY, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2014 (Street) HERNDON, VA20170 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock 01/15/2014 D 2,500 ( 1 ) D $ 0 17,500 D Common Stock 01/15/2014 A 2,500 ( 1 ) A $ 0 20,000 D Common Stock 01/15/2014 D 5,000 ( 2 ) D $ 0 15,000 D Common Stock 01/15/2014 A 5,000 ( 2 ) A $ 0 20,000 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 3.88 01/15/2014 D 14,622 ( 3 ) 01/15/2014 06/12/2022 Common Stock 14,622 ( 5 ) 0 D Stock Option (right to buy) $ 3.88 01/15/2014 A 14,622 ( 3 ) 01/15/2014 06/12/2022 Common Stock 14,622 ( 5 ) 14,622 D Stock Option (right to buy) $ 3.72 01/15/2014 D 21,309 ( 4 ) 01/15/2014 06/12/2023 Common Stock 21,309 ( 5 ) 0 D Stock Option (right to buy) $ 3.72 01/15/2014 A 21,309 ( 4 ) 01/15/2014 06/12/2023 Common Stock 21,309 ( 5 ) 21,309 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHEIWE STEVEN D C/O PTGI HOLDING INC. 460 HERNDON PARKWAY, SUITE 150 HERNDON, VA20170 X Signatures Andrea L. Mancuso, Attorney-in-Fact 01/16/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Amendment of outstanding RSU resulting in deemed cancellation of RSU and grant of replacement RSU. On June 12, 2012, the Compensation Committee granted a time-based award of which one-half, or 2,500 shares, vested on June 12, 2013. The Compensation Committee accelerated the vesting of the final one-half, or 2,500 shares, from June 12, 2014 to January 15, 2014. ( 2 )Amendment of outstanding RSU resulting in deemed cancellation of RSU and grant of replacement RSU. On June 12, 2013, the Compensation Committee granted a time-based award of which no shares have vested. The Compensation Committee accelerated the vesting of one-half, or 2,500 shares, from June 12, 2014 to January 15, 2014 and one-half, or 2,500 shares, from June 12, 2015 to January 15, 2014. ( 3 )Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. On June 12, 2012, Mr. Scheiwe received an Annual Grant of Director Stock Options that provided for vesting in three equal installments beginning on June 12, 2012. As a result of cash dividends declared since the original issuance, Mr. Scheiwe is now entitled to exercise 43,866 options at an exercise price of $3.88. The Compensation Committee accelerated the vesting of the final one-third, or 14,622 options, from June 12, 2014 to January 15, 2014. ( 4 )Amendment of outstanding option resulting in deemed cancellation of option and grant of replacement option. On June 12, 2013, Mr. Scheiwe received an Annual Grant of Director Stock Options that provided for vesting in three equal installments beginning on June 12, 2013. As a result of cash dividends declared since the original issuance, Mr. Scheiwe is now entitled to exercise 31,963 options at an exercise price of $3.72. The Compensation Committee accelerated the vesting of the second-third, or 10,654 options, from June 12, 2014 to January 15, 2014 and the final one-third, or 10,655 options, from June 12, 2015 to January 15, 2014. ( 5 )Director stock option grant.

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