Edgar Filing: PRIMUS GUARANTY LTD

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TRANSAMERICA LIFE INSURANCE CO

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)

(Last)

(First)

(Middle)

C/O AEGON USA INVESTMENT MANAGEMENT LLC, 4333 EDGEWOOD ROAD N.E.

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2011

(Street)

CEDAR RAPIDS, IA 52499-5335

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Deferred Shares	03/01/2011		A		2,976	A	$ 4.2	61,565 ⁽¹⁾ ⁽³⁾	D
Deferred Shares	03/01/2011		A		3,387	A	$ 3.69	64,952 ⁽²⁾ ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TRANSAMERICA LIFE INSURANCE CO C/O AEGON USA INVESTMENT MANAGEMENT LLC 4333 EDGEWOOD ROAD N.E. CEDAR RAPIDS, IA 52499-5335		X

Signatures

Monty Johnson, Assistant General Counsel of TransAmerica Life Insurance Company		03/01/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 2,967 deferred shares issued to an employee of the reporting person, Thomas Hartlage, as a non-employee director of Primus Guaranty, Ltd., on March 1, 2011, at the closing price as of March 31, 2010. In accordance with the reporting person's corporate policies or procedures, Mr. Hartlage ceded beneficial ownership of these 2,976 deferred shares awarded to him as director compensation to the reporting person. Such shares are fully vested in the hands of the reporting person.
(2)	Includes 3,387 deferred shares issued to Mr. Hartlage, as a non-employee director of Primus Guaranty, Ltd. , on March 1, 2011, at the closing price as of June 30, 2010. In accordance with the reporting person's corporate policies or procedures, Mr. Hartlage ceded beneficial ownership of these 3,387 deferred shares awarded to him as director compensation to the reporting person. Such shares are fully vested in the hands of the reporting person.
(3)	The total number of deferred shares beneficially owned by the reporting person includes 58,589 deferred shares granted to Mr. Hartlage and of which Mr. Hartlage ceded beneficial ownership to the reporting person prior to the date of the awards reported herein. Such shares are fully vested in the hands of the reporting person. The total excludes 5,582,585 shares directly beneficially owned by the reporting person.

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