Harbinger Group Inc.
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SEC Filings

SC 13D/A
LEUCADIA NATIONAL CORP filed this Form SC 13D/A on 03/27/2017
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Item 4. Purpose of Transaction.


As previously disclosed, on November 24, 2014, Joseph S. Steinberg, Chairman of Leucadia, was appointed Chairman of the Board of HRG, effective as of December 1, 2014. In addition, as announced by HRG on March 22, 2017, effective on April 14, 2017, Mr. Steinberg will be appointed to the additional position of Chief Executive Officer of HRG. Mr. Steinberg will not receive compensation in connection with his service as Chief Executive Officer. In connection with such appointment, effective April 14, 2017, Mr. Steinberg will cease to serve as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of HRG’s board of directors.

Andrew Whittaker, Vice Chairman of Leucadia, and Mr. Steinberg were elected to the board of directors of HRG on July 1, 2014 and continue to serve as directors of HRG.

Leucadia has acquired beneficial ownership of the shares of Common Stock reported herein to obtain a substantial equity interest in the Company. Leucadia may acquire or seek to acquire additional shares of Common Stock or sell or seek to sell shares of Common Stock, depending upon our view of the Company’s prospects, prevailing prices and market conditions, from time to time in the open market, in privately negotiated transactions, or otherwise. Except as disclosed herein, Leucadia presently does not have any plans or proposals to seek control of the Company.

Except as disclosed herein, Leucadia has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.


Item 5. Interest in Securities of the Issuer.

(a)    Through various wholly-owned subsidiaries, Leucadia may be deemed to beneficially own an aggregate of 46,632,180 shares of the Company’s Common Stock, representing approximately 23.3% of the issued and outstanding shares of the Company’s Common Stock. Mr. Steinberg beneficially owns 22,321 shares of the Company’s Common Stock, representing less than 0.1%. Leucadia disclaims beneficial ownership over shares owned by Mr. Steinberg.

(b)    Item 5(a) and the responses of Leucadia to Rows 7, 8, 9, 10, 11 and 13 are incorporated herein by reference.

(c)    Leucadia has not effected any transactions in Common Stock during the past sixty days. To the knowledge of Leucadia, the Scheduled Persons have not effected any transactions in Common Stock during the past sixty days.

(d)    Not applicable.

(e)    Not applicable.



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