SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

(Last) (First) (Middle)
C/O INTERNATIONAL FUND SVS. (IRELAND) LT
78 SIR JOHN ROGERSON'S QUAY

(Street)
DUBLIN 2 L2 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HARBINGER GROUP INC. [ HRG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
*See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (par value $0.01 per share) 01/16/2013 S 2,166,855 D $7.5 79,319,523 D (1) (2) (3) (4)
Common Stock (par value $0.01 per share) 01/16/2013 S 527,795 D $7.5 17,446,730 D (1) (5) (6) (7)
Common Stock (par value $0.01 per share) 01/16/2013 S 305,350 D $7.5 10,093,637 D (1) (8) (9) (10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

(Last) (First) (Middle)
C/O INTERNATIONAL FUND SVS. (IRELAND) LT
78 SIR JOHN ROGERSON'S QUAY

(Street)
DUBLIN 2 L2 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS LLC

(Last) (First) (Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

(Last) (First) (Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC

(Last) (First) (Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GLOBAL OPPORTUNITIES BREAKAWAY LTD.

(Last) (First) (Middle)
MAPLES CORPORATE SERVICES LIMITED
PO BOX 309, UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS II LP

(Last) (First) (Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS II GP LLC

(Last) (First) (Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBINGER HOLDINGS, LLC

(Last) (First) (Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FALCONE PHILIP

(Last) (First) (Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Represents (i) 2,166,855 shares sold by Harbinger Capital Partners Master Fund I, Ltd. ("Master Fund"), (ii) 527,795 shares sold by Harbinger Capital Partners Special Situations, L.P ("Special Situations"), (iii) 305,350 shares sold by Global Opportunities Breakaway Ltd. ("Breakaway") in the sale of the shares of Harbinger Group Inc. (the "Issuer") Common Stock (the "Shares") in its registered secondary offering pursuant to the registration statement on Form S-3 filed by the Issuer with the Securities Exchange Commission (Registration No. 333-180070) (the sale described in this (i), (ii) and (iii) the "Reported Transaction"), (iv) 79,319,522 shares retained by Master Fund following the Reported Transaction, (v) 17,446,730 shares retained by Special Situations following the Reported Transaction and (vi) 10,093,637 shares retained by Breakaway following the Reported Transaction.
2. These Shares are owned directly by the Master Fund, which is a Reporting Person.
3. These Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners LLC ("Harbinger LLC"), the investment manager of the Master Fund; Harbinger Holdings, LLC ("Harbinger Holdings"), the manager of Harbinger LLC; and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Master Fund.
4. Each Reporting Person listed in Footnote 3 disclaims beneficial ownership of the HGI Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the HGI Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
5. These HGI Shares are owned directly by the Special Situations Fund, which is a Reporting Person.
6. These HGI Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), the general partner of the Special Situations Fund; Harbinger Holdings, the managing member of HCPSS; and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Special Situations Fund.
7. Each person listed in Footnote 6 disclaims beneficial ownership of the HGI Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the HGI Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
8. These HGI Shares are owned directly by the Breakaway Fund, which is a Reporting Person.
9. These HGI Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners II LP ("HCP II"), the investment manager of the Breakaway Fund; Harbinger Capital Partners II GP LLC ("HCP GP II"), the general partner of HCP II; and Philip Falcone, the managing member of HCP II GP and the portfolio manager of the Breakaway Fund.
10. Each person listed in Footnote 9 disclaims beneficial ownership of the HGI Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the HGI Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks:
(+) The persons listed herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each person listed herein disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such person. This report shall not be deemed an admission that such person is a member of a group or the beneficial owner of any securities not directly owned by such person. (+) Messrs. Philip A. Falcone, Keith M. Hladek and Ms. Robin Roger serve on the board of directors of the Issuer. Mr. Falcone is Chief Investment Officer and Chief Executive Officer of Harbinger LLC, Ms. Roger is a Managing Director, General Counsel, Co-Chief Operating Officer and Chief Compliance Officer of Harbinger LLC, and Mr. Hladek is Chief Financial Officer and Co-Chief Operating Officer of Harbinger LLC. As a result, the persons listed herein may be deemed directors of the Issuer by deputization.
Harbinger Capital Partners Master Fund I, Ltd.(+) By: Harbinger Capital Partners LLC, By: Harbinger Holdings, LLC, Manager By: /s/ Philip Falcone 01/16/2013
Harbinger Capital Partners LLC(+) By: Harbinger Holdings, LLC, Manager By: /s/ Philip Falcone 01/16/2013
Harbinger Capital Partners Special Situations Fund, L.P.(+) By: Harbinger Capital Partners Special Situations GP, LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone 01/16/2013
Harbinger Capital Partners Special Situations GP, LLC(+) By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone 01/16/2013
Global Opportunities Breakaway Ltd. (+) By: Harbinger Capital Partners II LP By: Harbinger Capital Partners II GP LLC, General Partner By: /s/ Philip Falcone 01/16/2013
Harbinger Capital Partners II LP (+) By: Harbinger Capital Partners II GP LLC, General Partner By: /s/ Philip Falcone 01/16/2013
Harbinger Capital Partners II GP LLC (+) By: /s/ Philip Falcone 01/16/2013
Harbinger Holdings, LLC(+) By: /s/ Philip Falcone 01/16/2013
/s/ Philip Falcone(+) 01/16/2013
** Signature of Reporting Person Date
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