| | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The table below shows the number of shares of our Common Stock beneficially owned by:
| | • | each of our directors as of December 31, 2015, |
| | • | each of our named executive officers for Fiscal 2015 as of December 31, 2015, |
| | • | each person known to us to beneficially own more than 5% of our outstanding Common Stock as of December 31, 2015 (the “5% stockholders”), and |
| | • | all directors as of December 31, 2015 and Fiscal 2015 named executive officers as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC. Determinations as to the identity of 5% stockholders, the number of shares of our Common Stock beneficially owned by 5% stockholders and former directors and officers, including shares of our Common Stock which may be acquired by them within 60 days, is based upon filings with the SEC as indicated in the footnotes to the table below. Except as otherwise indicated, we believe, based on the information furnished or otherwise available to us, that each person or entity named in the table has sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them, subject to applicable community property laws. As of December 31, 2015, there were 200,761,811 shares of Common Stock outstanding (including shares of restricted stock) and 2,240,720 shares issuable upon the exercise of outstanding options and warrants and the vesting of restricted stock units that are currently exercisable or become exercisable or vest, as applicable, within 60 days of December 31, 2015. Included in the computation of the number of shares of our Common Stock outstanding and beneficially owned by a person and the percentage ownership of that person in the table below are shares of our Common Stock that are subject to options, warrants or restricted stock units held by that person that are currently exercisable or become exercisable, or vest, as applicable, within 60 days of December 31, 2015. These shares of our Common Stock are not, however, deemed outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o HRG Group, Inc., 450 Park Avenue, 29th floor, New York, New York 10022.
| | | | | | | | Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Ownership | | Percent of Class | 5% Stockholders | | | | | Leucadia National Corporation (1) | | 46,633,479 |
| | 23.23 | % | CF Turul Group (2) | | 32,994,740 |
| | 16.43 | % | Funds affiliated with Harbinger Capital (3) | | 13,750,000 |
| | 6.85 | % | Leon G. Cooperman (4) | | 12,359,988 |
| | 6.16 | % | Our Directors and Fiscal 2015 Named Executive Officers | | | | | Omar M. Asali (5) | | 3,140,967 |
| | 1.56 | % | Eugene I. Davis | | 18,693 |
| | * |
| Philip A. Falcone (6) ** | | 13,750,000 |
| | 6.85 | % | Curtis A. Glovier | | — |
| | * |
| Frank Ianna | | 22,259 |
| | * |
| Gerald Luterman | | 22,259 |
| | * |
| David M. Maura (7) | | 1,678,837 |
| | * |
| Michael Sena ** | | 17,796 |
| | * |
| Joseph S. Steinberg | | 17,229 |
| | * |
| Andrew Whittaker | | 17,229 |
| | * |
| Thomas A. Williams (8) | | 718,937 |
| | * |
| All current directors and executive officers as a group (8 persons) (9) | | 5,636,410 |
| | 2.81 | % |
* Indicates less than 1% of our outstanding Common Stock ** As disclosed in greater detail herein, Mr. Falcone’s and Mr. Sena’s employment with the Company was terminated during Fiscal 2015.
| | | (1) | Based solely on a Schedule 13D, Amendment No. 2, filed with the SEC on November 26, 2014, Leucadia is the beneficial owner of 46,633,479 shares of our Common Stock, including the 28,000,000 shares Leucadia may from time to time sell and receive the proceeds from such sale for its own account. The address of Leucadia is 520 Madison Avenue, New York, New York 10022. |
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