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 * Hartlage Thomas   2. Issuer Name and Ticker or Trading Symbol PRIMUS GUARANTY LTD [PRS] 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 PRIMUS ASSET MANAGEMENT, INC., 360 MADISON AVENUE, 25TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2011 (Street) NEW YORK, NY 10017 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) Code V Amount (A) or (D) Price Deferred Shares 03/01/2011   A   2,976 A $ 4.2 (1) 5,500 (5) D   Deferred Shares 03/01/2011   A   3,387 A $ 3.69 (2) 5,500 (5) D   Deferred Shares 03/01/2011   A   2,741 A $ 4.56 (3) 8,241 (5) D   Deferred Shares 03/01/2011   A   2,460 A $ 5.08 (4) 10,701 (5) D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hartlage Thomas C/O PRIMUS ASSET MANAGEMENT, INC. 360 MADISON AVENUE, 25TH FLOOR NEW YORK, NY 10017	X

Signatures

Vincent B. Tritto, attorney-in-fact		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)	Price reflects the closing price as of March 31, 2010 pursuant to the compensation arrangement with directors. In accordance with his employer's corporate policies or procedures, the reporting person ceded beneficial ownership of these 2,976 deferred shares awarded to him as director compensation to Transamerica Life Insurance Company. Such shares ceded to Transamerica Life Insurance Company are fully vested in the hands of such transferee.
(2)	Price reflects the closing price as of June 30, 2010 pursuant to the compensation arrangement with directors. In accordance with his employer's corporate policies or procedures, the reporting person ceded beneficial ownership of these 3,387 deferred shares awarded to him as director compensation to Transamerica Life Insurance Company. Such shares ceded to Transamerica Life Insurance Company are fully vested in the hands of such transferee.
(3)	Price reflects the closing price as of September 30, 2010 pursuant to the compensation arrangement with directors.
(4)	Price reflects the closing price as of December 31, 2010 pursuant to the compensation arrangement with directors.
(5)	The total number of deferred shares beneficially owned by the reporting person excludes 64,952 deferred shares of which the reported person has ceded beneficial ownership to Transamerica Life Insurance Company in accordance with such policies or procedures, consisting of 58,589 deferred shares granted prior to the date of the awards reported herein, the 2,976 deferred shares reported in the first line of Table I and the 3,387 deferred shares reported in the second line of Table I hereof. Such shares ceded to Transamerica Life Insurance Company are fully vested in the hands of such transferee.

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