SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)*
Primus Guaranty Ltd.
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(Name of Issuer)
Common Stock, $0.08 par value
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(Title of Class of Securities)
G72457107
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(CUSIP Number)
August 6, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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* This Schedule 13G amendment is being filed to report that as of August 6,
2008, Second Curve Partners, L.P. beneficially owns more than 5% of the shares
of Common Stock of Primus Guaranty Ltd. As a result, Second Curve Partners, L.P.
has been added as a reporting person.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.
G72457107
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Second Curve Capital, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,376,188
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,376,188
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,376,188
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.9%
12. TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
CUSIP No.
G72457107
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas K. Brown
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,376,188
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,376,188
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,376,188
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.9%
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
CUSIP No.
G72457107
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Second Curve Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,684,990
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,684,990
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,684,990
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
12. TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
CUSIP No.
G72457107
Item 1(a). Name of Issuer:
Primus Guaranty Ltd.
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
Clarendon House
2 Church Street
Hamilton
HM 11, Bermuda
____________________________________________________________________
Item 2(a). Name of Persons Filing:
Second Curve Capital, LLC
Thomas K. Brown
Second Curve Partners, L.P.
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
Second Curve Capital, LLC
237 Park Avenue, 9th Floor
New York, NY 10017
Thomas K. Brown
c/o Second Curve Capital, LLC
237 Park Avenue, 9th Floor
New York, NY 10017
Second Curve Partners, L.P.
237 Park Avenue, 9th Floor
New York, NY 10017
____________________________________________________________________
Item 2(c). Citizenship:
Second Curve Capital, LLC - Delaware Limited Liability Company
Thomas K. Brown - United States of America
Second Curve Partners, L.P. - New York Limited Partnership
____________________________________________________________________
Item 2(d). Title of Class of Securities:
Common Stock, $0.08 par value
____________________________________________________________________
Item 2(e). CUSIP Number:
G72457107
____________________________________________________________________
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Second Curve Capital, LLC - 5,376,188 shares
Thomas K. Brown - 5,376,188 shares
Second Curve Partners, L.P. - 2,684,990 shares
______________________________________________________________________
(b) Percent of class:
Second Curve Capital, LLC - 11.9%
Thomas K. Brown - 11.9%
Second Curve Partners, L.P. - 6.3%
______________________________________________________________________
(c) Number of shares as to which Second Curve Capital, LLC has:
(i) Sole power to vote or to direct the vote
0 shares with sole power to vote or to direct the vote,
(ii) Shared power to vote or to direct the vote
5,376,188 shares with shared power to vote or to direct the vote.
(iii) Sole power to dispose or to direct the disposition of
0 shares with sole power to dispose or to direct the disposition of,
(iv) Shared power to dispose or to direct the disposition of
5,376,188 shares with shared power to dispose or to direct the disposition
of.
(c) Number of shares as to which Thomas K. Brown has:
(i) Sole power to vote or to direct the vote
0 shares with sole power to vote or to direct the vote,
(ii) Shared power to vote or to direct the vote
5,376,188 shares with shared power to vote or to direct the vote.
(iii) Sole power to dispose or to direct the disposition of
0 shares with sole power to dispose or to direct the disposition of,
(iv) Shared power to dispose or to direct the disposition of
5,376,188 shares with shared power to dispose or to direct the disposition
of.
(c) Number of shares as to which Second Curve Partners, L.P. has:
(i) Sole power to vote or to direct the vote
0 shares with sole power to vote or to direct the vote,
(ii) Shared power to vote or to direct the vote
2,684,990 shares with shared power to vote or to direct the vote.
(iii) Sole power to dispose or to direct the disposition of
0 shares with sole power to dispose or to direct the disposition of,
(iv) Shared power to dispose or to direct the disposition of
2,684,990 shares with shared power to dispose or to direct the disposition
of.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
N/A
_______________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
_______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Sec.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to Sec.240.13d-1(c) or Sec.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
______________________________________________________________________
Item 10. Certifications.
By signing below we certify that, to the best of our
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 16, 2008
(Date)
Second Curve Capital, LLC**
By: /s/ Thomas K. Brown
----------------------------------------
(Name/Title)
Thomas K. Brown, Managing Member
Thomas K. Brown**
/s/ Thomas K. Brown
--------------------
Thomas K. Brown
Second Curve Partners, L.P.**
By: Second Curve Management, LLC, its general partner
By: /s/ Thomas K. Brown
----------------------------------------
(Name/Title)
Thomas K. Brown, Managing Member
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
** The reporting persons disclaim beneficially ownership of the securities
reported herein, except to the extent of their pecuniary interest therein.
Exhibit A
AGREEMENT
The undersigned agree that this amendment no. 3 to schedule 13G dated October
16, 2008 relating to the Common Stock, $0.08 par value of Primus Guaranty Ltd.
shall be filed on behalf of the undersigned.
Second Curve Capital, LLC
By: /s/ Thomas K. Brown
----------------------------------------
(Name/Title)
Thomas K. Brown, Managing Member
Thomas K. Brown
/s/ Thomas K. Brown
--------------------
Thomas K. Brown
Second Curve Partners, L.P.
By: Second Curve Management, LLC, its general partner
By: /s/ Thomas K. Brown
----------------------------------------
(Name/Title)
Thomas K. Brown, Managing Member
SK 21989 0009 927900