This Amendment No. 5 (the “Amendment”) amends the Schedule 13D, filed on May 23, 2011 (File No. 005-19362), as amended by Amendment No. 1 filed on August 12, 2011, Amendment No. 2 filed on February 14, 2014, Amendment No. 3 filed on May 19, 2014 and Amendment No. 4 filed on February 23, 2015 (as amended from time to time, the “Amended Schedule 13D”), and relates to shares of common stock, $0.01 par value per share (“Common Stock”), of HRG Group, Inc., a Delaware corporation (the “Issuer”). The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 5. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Amended Schedule 13D. The disclosure herein is based on 200,694,218 shares of Common Stock outstanding as of May 5, 2016, as shown in the Issuer’s Form 10-Q filed on May 9, 2016.

On July 21, 2016, Mr. Andrew A. McKnight was appointed as a director of the Issuer as a result of CF Turul’s exercise of its rights to nominate a director of the Issuer pursuant to Section 7 of the Certificate of Designation for the Series A Participating Convertible Preferred Stock, as amended. Upon his appointment as a director, Mr. McKnight was also appointed as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the board of the Issuer. Mr. McKnight replaces CF Turul’s prior nominee to the board of directors of the Issuer.

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