|HRG GROUP, INC. filed this Form SC 13D/A on 10/26/2016|
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Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by the undersigned to amend its Schedule 13D filed on July 13, 2009, as amended by Amendment No. 1 filed on December 4, 2014 (as amended, the “Schedule 13D”) with respect to the shares of Common Stock, par value $0.001 per share (the “Shares”), of NZCH Corporation (formerly, Zap.Com Corporation, the “Issuer”).
The principal executive offices of the Issuer are located at 450 Park Avenue, 29th Floor, New York, NY.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
“(a-c, f) This Schedule 13D is being filed by HRG Group, Inc., a Delaware corporation (the “Reporting Person”). The information required by General Instruction C to Schedule 13D with respect to the executive officers and directors of the Reporting Person is listed on Schedule A hereto under the heading “HRG Executive Officers and Directors” (the “Controlling Persons”, and together with the Reporting Person, the “HRG Persons”). The Reporting Person is a holding company with its principal business address located at 450 Park Avenue, 29th Floor, New York, NY 10022.
(d) None of the HRG Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the HRG Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
As disclosed in Amendment No. 1, as of December 1, 2014, Philip Falcone, the former Chief Executive Officer of the Reporting Person, and funds affiliated with Harbinger Capital Partners are no longer affiliated with the Reporting Person, may no longer be deemed to own the Shares owned by the Reporting Person and no longer file reports jointly with the Reporting Person.”
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding the following:
“The Reporting Person used cash on hand to purchase 528,365 Shares as reported herein.”
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following:
“On October 25, 2016, the Reporting Person purchased 528,365 Shares at a purchase price of $0.015 per Share pursuant to a private transaction.”
Item 5. Interest in Securities of the Issuer.
Paragraphs (a), (b) and (c) of Item 5 are hereby amended and restated in their entirety as follows:
“References to percentage ownerships of Shares in this Schedule 13D are based upon the 50,004,474 Shares stated to be outstanding as of October 21, 2016 by the Issuer in its Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2016, filed with the SEC on October 25, 2016.
(a, b) As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 49,500,623 Shares, constituting 99.0% of the outstanding Shares.
The Reporting Person has the sole power to vote or direct the vote of 49,500,623 Shares; has the shared power to vote or direct the vote of none of the Shares; has sole power to dispose or direct the disposition of 49,500,623 Shares; and has shared power to dispose or direct the disposition of none of the Shares.
(c) See Item 4 above for transactions effected by the Reporting Person in the Shares in the past 60 days.”
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