FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HARBINGER GROUP INC. [ HRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock, $0.01 par value | 05/15/2014 | C | 32,994,740 | A | (1) | 32,994,740 | D(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Series A Part Conv Pref Stock par value $0.01 per share | (1) | 05/15/2014 | C | 205,000(1) | 05/13/2011 | (3) | Common Stock, $0.01 par value | 32,994,740 | $0.00 | 0 | D(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Pursuant to the terms of the Preferred Stock, 204,999 shares of Series A Participating Convertible Preferred Stock held by CF Turul LLC ("CF Turul") converted into Harbinger Group Inc. common stock ("Common Stock") on a 160.9507-to-1 basis. CF Turul retained one share of Series A Preferred Stock, which share is no longer convertible into Common Stock. |
2. This Form 4 is filed on behalf of CF Turul, Fortress Credit Opportunities Advisors LLC ("FCOA"), FIG LLC, Fortress Investment Operating Entity I LP ("FOE I"), FIG Corp., Fortress Investment Group LLC, ("Fortress"), Peter L. Briger, Jr. ("Briger") and Constantine M. Dakolias ("Dakolias" and together with Briger, the "Committee Members"). Each of FCOA, FIG LLC, FOE I, FIG Corp., Fortress and the Committee Members may be deemed to be the indirect beneficial owner of the securities directly owned by CF Turul under Rule 16a 1(a)(1) promulgated under the Securities Exchange Act of 1934, as amended. These securities are directly owned by CF Turul. FCOA, FIG LLC, FOE I, FIG Corp., Fortress and the Committee Members may be deemed to have indirect beneficial ownership of these securities. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of FCOA, FIG LLC, FOE I, FIG Corp., Fortress and the Committee Members disclaims beneficial ownership of such securities. |
3. The Preferred Stock had no expiration date. |
Remarks: |
/s/ CF Turul LLC, by Constantine M. Dakolias, its President | 05/19/2014 | |
/s/ FCOA, by Constantine M. Dakolias, its President | 05/19/2014 | |
/s/ FIG LLC, by David N. Brooks, its Secretary | 05/19/2014 | |
/s/ FOE I, by David N. Brooks, its Secretary, Vice President and General Counsel | 05/19/2014 | |
/s/ FIG Corp., by David N. Brooks, its Secretary, Vice President and General Counsel | 05/19/2014 | |
/s/ Fortress, by David N. Brooks, its Secretary, Vice President and General Counsel | 05/19/2014 | |
/s/ Peter L. Briger, Jr. | 05/19/2014 | |
/s/ Constantine M. Dakolias | 05/19/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |