|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
(Amendment No. 2)*
| HRG GROUP INC. |
| (Name of Issuer) |
| |
| Common
Stock, par value $0.01 |
| (Title
of Class of Securities) |
| |
| 41146A106 |
| (CUSIP
Number) |
| |
| December
31, 2015 |
| (Date
of Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| |
[ ] |
Rule 13d-1(b) |
| |
|
|
| |
[
x ] |
Rule 13d-1(c) |
| |
|
|
| |
[ ] |
Rule 13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. |
41146A106 |
|
Page
2 of 5 |
1 |
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) |
LEON
G. COOPERMAN |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
(b)
[ x ] |
3 |
SEC
USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United
States |
NUMBER
OF
SHARES |
5 |
SOLE
VOTING POWER |
8,800,126 |
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER |
3,356,962 |
EACH
REPORTING |
7 |
SOLE
DISPOSITIVE POWER |
8,800,126 |
PERSON
WITH: |
8 |
SHARED
DISPOSITIVE POWER |
3,356,962 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12,157,088 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ] |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.0
% |
12 |
TYPE
OF REPORTING PERSON
|
IN |
| |
|
|
|
|
| CUSIP
No . |
41146A106 |
|
Page
3 of 5 |
| Item
1(a). |
|
Name
of Issuer: |
| |
|
|
| |
|
HRG
GROUP INC. (the “Company”) |
| |
|
|
| Item
1(b). |
|
Address
of Issuer’s Principal Executive Offices: |
| |
|
|
| |
|
450
Park Avenue, 29th Floor |
| |
|
New
York NY 10022 |
| |
|
|
| Item
2(a). |
|
Name
of Person Filing: |
| |
|
|
| |
|
This
statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman"). Mr. Cooperman
is, among other activities, an investor engaged in investing for his own account.
Mr.
Cooperman is the Managing Member of Omega Associates, L.L.C. ("Associates"), a limited liability company organized
under the laws of the State of Delaware. Associates is a private investment firm formed to invest in and act as general
partner of investment partnerships or similar investment vehicles. Associates is the general partner of limited partnerships
organized under the laws of Delaware known as Omega Capital Partners, L.P. ("Capital LP"),Omega Capital Investors,
L.P.("Investors LP"), and Omega Equity Investors, L.P.("Equity LP"), These entities are private investment
firms engaged in the purchase and sale of securities for investment for their own accounts.
Mr.
Cooperman is the President, CEO, and majority stockholder of Omega Advisors, Inc. ("Advisors"), a Delaware corporation,
engaged in investing for its own account and providing investment management services, and Mr. Cooperman is deemed to
control said entity.
Advisors
serves as the investment manager to Omega Overseas Partners, Ltd. (“Overseas”), a Cayman Island exempted company,
with a registered address at c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand
Cayman KY1-9005, Cayman Islands, British West Indies. Mr. Cooperman has investment discretion over Overseas’ portfolio
investments and is deemed to control such investments.
Advisors
serve as a discretionary investment advisor to a limited number of institutional clients (the "Managed Accounts").
As to the Shares owned by the Managed Accounts, there would be shared power to dispose or to direct the disposition of
such Shares because the owners of the Managed Accounts may be deemed beneficial owners of such Shares pursuant to Rule
13d-3 under the Act as a result of their right to terminate the discretionary account within a period of 60 days.
Mr.
Cooperman is the ultimate controlling person of Associates, Capital LP, Investors LP, Equity LP, Overseas, and Advisors. |
| |
|
|
| Item
2(b). |
|
Address
of Principal Business Office or, if None, Residence: |
| |
|
The
principal business office of Mr. Cooperman is 11431 W. Palmetto Park Road, Boca Raton FL 33428. |
| |
|
|
| Item
2(c). |
|
Citizenship: |
| |
|
|
| |
|
Mr.
Cooperman is a United States citizen. |
| |
|
|
| Item
2(d). |
|
Title
of Class of Securities: |
| |
|
|
| |
|
Common
Stock, par value $0.01 (the "Shares").
|
| |
|
|
| Item
2(e). |
|
CUSIP
Number: |
| |
|
|
| |
|
41146A106 |
| |
|
|
| Item
3. |
|
If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c): |
| |
|
|
| |
|
This
Item 3 is inapplicable. |
| CUSIP
No . |
41146A106 |
|
Page
4 of 5 |
| Item
4. |
Ownership. |
| |
|
| |
(a)
(b) Amount beneficially owned and Percent of Class: |
| |
|
|
| |
|
Mr. Cooperman
may be deemed the beneficial owner of 12,157,088 Shares, which constitutes approximately 6.0 % of the total number of Shares
outstanding. This consists of 2,562,767 Shares owned by Capital LP, of which 1,540,000 Shares are restricted stock; 1,321,259
Shares owned by Investors LP, of which 783,000 Shares are restricted stock; 1,319,300 Shares owned by Equity LP, of which
729,000 Shares are restricted stock; 3,596,800 Shares owned by Overseas, of which 2,146,000 Shares are restricted stock; and
3,356,962 Shares owned by Managed Accounts, of which 1,540,000 Shares are restricted stock .The term “restricted stock”
as used herein refers to the restricted shares that were purchased in a private sale from Harbinger Capital Partners Master
Fund I, Ltd. (“Harbinger”) on September 26, 2013. |
| |
|
|
| |
(b) |
Percent
of class: |
| |
|
|
| |
|
6.0
% |
| |
|
|
| |
(c) |
Number
of shares as to which such person has: |
| |
|
|
| |
|
(i) |
Sole
power to vote or to direct the vote |
| |
|
|
|
| |
|
|
8,800,126 |
| |
|
|
|
| |
|
(ii) |
Shared
power to vote or to direct the vote |
| |
|
|
|
| |
|
|
3,356,962 |
| |
|
|
|
| |
|
(iii) |
Sole
power to dispose or to direct the disposition of |
| |
|
|
|
| |
|
|
8,800,126 |
| |
|
|
|
| |
|
(iv) |
Shared
power to dispose or to direct the disposition of |
| |
|
|
|
| |
|
|
3,356,962 |
| CUSIP
No . |
41146A106 |
|
Page
5 of 5 |
| Item
5. |
Ownership
of Five Percent or Less of a Class. |
| |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ] |
| |
|
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
| |
|
| |
This
Item 6 is not applicable. |
| |
|
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person. |
| |
|
| |
This
Item 7 is not applicable. |
| |
|
| Item
8. |
Identification
and Classification of Members of the Group. |
| |
|
| |
This
Item 8 is not applicable. |
| |
|
| Item
9. |
Notice
of Dissolution of Group. |
| |
|
| |
This
Item 9 is not applicable. |
| |
|
| Item
10. |
Certification. |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
DATED:
February 4, 2016
LEON
G. COOPERMAN
By:
/s/ ALAN M. STARK
Alan
M. Stark
Attorney-in-Fact
Duly
authorized under POA effective as of March 1, 2013 and filed on May 20, 2013.
|
