Edgar Filing: PRIMUS GUARANTY LTD

Ownership Submission

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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Claiden Richard

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2004

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

(Last)

(First)

(Middle)

C/O PRIMUS ASSET MANAGEMENT, INC.,Â 360 MADISON AVENUE, 23RD FLOOR

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Financial Officer

5. If Amendment, Date Original Filed(Month/Day/Year)
09/29/2004

(Street)

NEW YORK,Â NYÂ 10017

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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Share Units ⁽¹⁾	10/23/2005	Â ⁽²⁾	Common Shares, par value $.08 per share ⁽³⁾	8,333 ⁽⁴⁾	$ ⁽²⁾	D	Â
Restricted Share Units ⁽⁵⁾	02/15/2006	Â ⁽²⁾	Common Shares, par value $.08 per share ⁽³⁾	365 ⁽⁴⁾	$ ⁽²⁾	D	Â
Restricted Share Units ⁽⁶⁾	10/23/2006	Â ⁽²⁾	Common Shares, par value $.08 per share ⁽³⁾	16,667 ⁽⁴⁾	$ ⁽²⁾	D	Â
Restricted Share Units ⁽⁵⁾	02/15/2007	Â ⁽²⁾	Common Shares, par value $.08 per share ⁽³⁾	731 ⁽⁴⁾	$ ⁽²⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Claiden Richard C/O PRIMUS ASSET MANAGEMENT, INC. 360 MADISON AVENUE, 23RD FLOOR NEW YORK,Â NYÂ 10017	Â	Â	Â Chief Financial Officer	Â

Signatures

/s/ Richard Claiden		05/26/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These restricted share units were inadvertently reported as exercisable on February 15, 2006 on the Reporting Person's original Form 3.
(2)	Not applicable.
(3)	Par value became $.08 per share upon completion of the initial public offering of Primus Guaranty, Ltd. on October 5, 2004, reflecting a one for eight reverse share split effected immediately prior to such offering (the "Reverse Share Split").
(4)	These restricted share units are being reported on an adjusted basis to account for the Reverse Share Split. The restricted share units reported on the Reporting Person's original Form 3 were reported on a pre-split basis. Upon their vesting, restricted share units convert to the right to receive common shares.
(5)	These restricted share units were inadvertently omitted on the Reporting Person's original Form 3.
(6)	These restricted share units were inadvertently reported as exercisable on February 15, 2007 on the Reporting Person's original Form 3.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.