|HRG GROUP, INC. filed this Form SC 13D/A on 01/17/2017|
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Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following:
“As previously reported by HRG in its public filing, on November 17, 2016, HRG announced that its Board of Directors has initiated a process to explore the strategic alternatives available to HRG with a view to maximizing shareholder value. As part of this process, HRG expects to discuss and may make proposals to one or more of the Issuer, its management, its board of directors, its stockholders and other persons, including discussions and proposals regarding a merger or a sale and/or a business combination of HRG and the Issuer. HRG has not set a definitive schedule to complete its review of strategic alternatives and does not intend to provide any further updates until such time as it determines in its sole discretion, as required by law and/or it has entered into definitive documentation with respect to any strategic transaction. There can be no assurance that this process will result in a transaction, or if a transaction is undertaken, as to its terms or timing. Without limiting the foregoing, depending upon a variety of factors, the Reporting Person may from time to time and at any time, in its sole discretion, consider, formulate and implement various plans or proposals intended to enhance the value of its Shares, including, among other things, proposing or effecting any matter that would constitute or result in any of the matters or effects enumerated in Items 4(a)-(j) of Schedule 13D. Also, see disclosure under Item 6 hereof, which is incorporated in this Item 4 by reference.”
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 59,410,438 Shares stated to be outstanding as of November 14, 2016 by the Issuer in its Annual Report on Form 10-K for fiscal year ended September 30, 2016 filed with the SEC on November 17, 2016. Mr. Asali separately owns Shares directly on his own behalf, which are not reported herein, and as a result of his employment arrangements with HRG he may be deemed to be a member of a “group” with the HRG Entities for purposes of the Securities Exchange Act of 1934, as amended, and may be deemed to beneficially own the Shares owned by the HRG Entities. Each such person (including the Reporting Person and Mr. Asali) specifically disclaims beneficial ownership in the Shares reported herein or otherwise owned except to the extent it or he actually exercises voting or dispositive power with respect to such Shares.”
(a, b) As of the date hereof, HRG may be deemed to be the beneficial owner of 34,339,752 shares of Issuer common stock, constituting 57.8% of the outstanding shares of Issuer common stock.
HRG has the sole power to vote or direct the vote of 0 shares of Issuer common stock; has the shared power to vote or direct the vote of 34,339,752 shares of Issuer common stock; has sole power to dispose or direct the disposition of 0 shares of Issuer common stock; and has shared power to dispose or direct the disposition of 34,339,752 shares of Issuer common stock.
(c) The Reporting Persons have not effected any transaction in the Shares during the past 60 days.
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