0000950142-14-000770.txt : 20140401 0000950142-14-000770.hdr.sgml : 20140401 20140331213038 ACCESSION NUMBER: 0000950142-14-000770 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140401 DATE AS OF CHANGE: 20140331 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER GROUP INC. CENTRAL INDEX KEY: 0000109177 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 741339132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19362 FILM NUMBER: 14732121 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-8548 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA NORNESS INC DATE OF NAME CHANGE: 19720314 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA OFF SHORE CO DATE OF NAME CHANGE: 19690115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SVS. (IRELAND) LT STREET 2: 78 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SVS. (IRELAND) LT STREET 2: 78 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 SC 13D/A 1 eh1400502_13da22-hrg.htm AMENDMENT NO. 22 eh1400502_13da22-hrg.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 22)
 
HARBINGER GROUP INC.
(Name of Issuer)
 
COMMON STOCK (PAR VALUE $0.01 PER SHARE)
(Title of Class of Securities)
 
41146A106
(CUSIP Number)
 
PHILIP FALCONE
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NEW YORK 10022
(212) 339-5888
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

 
March 31, 2014
(Date of Event which Requires Filing
of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*  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 disclosures provided in a prior cover page.
 
The information required on 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 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
SC 13D
Page 2 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Master Fund I, Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
x
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
35,280,202
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
35,280,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
35,280,202
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
24.2% (*)
 
14
TYPE OF REPORTING PERSON
 
CO
 

(*) See Item 5 for discussion of calculation of percentage ownership.
 
 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 3 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
x
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
35,280,202
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
35,280,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
35,280,202
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
24.2% (*)
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
(*) See Item 5 for discussion of calculation of percentage ownership.
 
 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 4 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Special Situations Fund, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
x
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
5,247,739
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
5,247,739
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,247,739
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.6% (*)
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
(*) See Item 5 for discussion of calculation of percentage ownership.
 
 
 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 5 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Special Situations GP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
x
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
5,247,739
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
5,247,739
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,247,739
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.6% (*)
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
(*) See Item 5 for discussion of calculation of percentage ownership.
 
 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 6 of 16


 
1
NAME OF REPORTING PERSON
 
Global Opportunities Breakaway Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
x
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,363,796
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,363,796
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,363,796
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.3% (*)
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
(*) See Item 5 for discussion of calculation of percentage ownership.
 
 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 7 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners II LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
x
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,363,796
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,363,796
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,363,796
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.3% (*)
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
(*) See Item 5 for discussion of calculation of percentage ownership.

 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 8 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners II GP LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
x
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,363,796
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,363,796
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,363,796
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.3% (*)
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
(*) See Item 5 for discussion of calculation of percentage ownership.

 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 9 of 16


 
1
NAME OF REPORTING PERSON
 
Harbinger Holdings, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
x
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
40,527,941
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
40,527,941
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
40,527,941
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
27.8% (*)
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
(*) See Item 5 for discussion of calculation of percentage ownership.

 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 10 of 16


 
1
NAME OF REPORTING PERSON
 
Philip Falcone
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
x
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
43,891,737
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
43,891,737
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,891,737
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.1% (*)
 
14
TYPE OF REPORTING PERSON
 
IN
 

(*) See Item 5 for discussion of calculation of percentage ownership.

 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 11 of 16

 
Item 1. Security and Issuer.
 
This Amendment No. 22 to Schedule 13D (“Amendment No. 22”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on June 19, 2009, as amended by Amendment No. 1, filed on July 13, 2009, Amendment No. 2, filed on November 4, 2009, Amendment No. 3, filed on August 17, 2010, Amendment No. 4, filed on September 15, 2010, Amendment No. 5, filed on January 12, 2011, Amendment No. 6, filed on March 10, 2011, Amendment No. 7, filed on May 16, 2011, Amendment No. 8, filed on May 23, 2011, Amendment No. 9, filed on February 1, 2012, Amendment No. 10, filed on March 14, 2012, Amendment No. 11, filed on June 18, 2012, Amendment No. 12, filed on December 14, 2013, Amendment No. 13 filed on December 19, 2012, Amendment No. 14 filed on January 16, 2013, Amendment No. 15 filed on June 3, 2013, Amendment No. 16 filed on August 14, 2013, Amendment No. 17 filed on September 20, 2013, Amendment No. 18 filed on September 27, 2013, Amendment No. 19 filed on February 6, 2014, Amendment No. 20 filed on February 18, 2014 and Amendment No. 21 filed on March 18, 2014 (as amended, the “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Shares”), of Harbinger Group Inc. (the “Issuer”), whose principal executive offices are located at 450 Park Avenue, 30th Floor, New York, New York 10022.
 
Item 2. Identity and Background.
 
No material change.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended by adding the following as the last paragraph thereof:
 
“As of the date hereof the Master Fund may be deemed to beneficially own 35,280,202 Shares.
 
As of the date hereof Harbinger LLC may be deemed to beneficially own 35,280,202 Shares.
 
As of the date hereof the Special Fund may be deemed to beneficially own 5,247,739 Shares.
 
As of the date hereof HCPSS may be deemed to beneficially own 5,247,739 Shares.
 
As of the date hereof the Breakaway Fund may be deemed to beneficially own 3,363,796 Shares.
 
As of the date hereof HCP II may be deemed to beneficially own 3,363,796 Shares.
 
As of the date hereof HCP II GP may be deemed to beneficially own 3,363,796 Shares.
 
As of the date hereof Harbinger Holdings may be deemed to beneficially own 40,527,941 Shares.
 
As of the date hereof Philip Falcone may be deemed to beneficially own 43,891,737 Shares.”
 
Item 4.   Purpose of Transaction.
 
Item 4 is amended by adding the following as the last paragraph thereof:
 
“On March 31, 2014, Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Global Opportunities Breakaway Ltd. sold to third parties an aggregate 7,000,000 Shares at a price of $11.00 per share.”
 
 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 12 of 16
 
 
Item 5.   Interest in Securities of the Issuer.
 
Paragraphs (a), (b) and (c) of Item 5 are amended and restated in their entirety with the following:
 
“References to the percentage ownership of Shares in this Schedule 13D is based on the 145,613,286 Shares believed to be outstanding by the Reporting Persons as of March 17, 2014, which amount does not give effect to the conversion of the Company’s outstanding shares of Series A Participating Preferred Stock (the “Series A Shares”) and Series A-2 Participating Preferred Stock (the “Series A-2 Shares,” and together with the Series A Shares, the “Preferred Stock”) or the limitation on voting by the Preferred Stockholders prior to receipt of certain regulatory approvals (the Preferred Stock may be voted only up to 9.9% of the Shares by any one holder). The Preferred Stock is entitled to vote with the Shares on an as-converted basis on all matters submitted to a vote of the Shares. Each share of Preferred Stock may be converted into Shares based on the applicable conversion price.
 
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 35,280,202 Shares, constituting 24.2% of the Shares.
 
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 35,280,202 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 35,280,202 Shares.
 
The Master Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
 
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial owner of 35,280,202 Shares, constituting 24.2% of the Shares. 
 
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 35,280,202 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 35,280,202 Shares.
 
Harbinger LLC specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
 
(a, b) As of the date hereof, the Special Fund may be deemed to be the beneficial owner of 5,247,739 Shares, constituting 3.6% of the Shares.
 
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 5,247,739 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 5,247,739 Shares.
 
The Special Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
 
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of 5,247,739 Shares, constituting 3.6% of the Shares.
 
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 5,247,739 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 5,247,739 Shares.
 
HCPSS specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
 
 
 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 13 of 16
 
 
(a, b) As of the date hereof, the Breakaway Fund may be deemed to be the beneficial owner of 3,363,796 Shares, constituting 2.3% of the Shares.
 
The Breakaway Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,363,796 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,363,796 Shares.
 
The Breakaway Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
 
(a, b) As of the date hereof, HCP II may be deemed to be the beneficial owner of 3,363,796 Shares, constituting 2.3% of the Shares.
 
HCP II has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,363,796 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,363,796 Shares.
 
HCP II specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
 
(a, b) As of the date hereof, HCP II GP may be deemed to be the beneficial owner of 3,363,796 Shares, constituting 2.3% of the Shares.
 
HCP II GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,363,796 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,363,796 Shares.
 
 HCP II GP specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
 
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the beneficial owner of 40,527,941 Shares, constituting 27.8% of the Shares.
 
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 40,527,941 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 40,527,941 Shares.
 
Harbinger Holdings specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
 
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 43,891,737 Shares, constituting 30.1% of the Shares.
 
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 43,891,737 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 43,891,737 Shares.
 
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported herein except to the extent he actually exercises voting or dispositive power with respect to such Shares.
 
(c) Since the filing of the last amendment to this Schedule 13D, the only transaction in the Shares by the Reporting Persons was the transaction described in Item 6 of this Schedule 13D.
 
 
 
 

 
 
CUSIP No. 41146A106
SC 13D
Page 14 of 16
 
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 is amended by incorporating by the reference the information added to Item 4 above.
 
Item 7.   Material to be Filed as Exhibits.
 
 
Exhibit A: 
Joint Filing Agreement
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 15 of 16

SIGNATURE
 
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.
 
 
 
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
       
 
By:
Harbinger Capital Partners LLC
 
       
 
By:
Harbinger Holdings, LLC, Manager
 
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
HARBINGER CAPITAL PARTNERS LLC
       
 
By:
Harbinger Holdings, LLC, Manager
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
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
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
       
 
By:
Harbinger Holdings, LLC, Managing Member
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 

 
 

 

 
CUSIP No. 41146A106
SC 13D
Page 16 of 16


 
GLOBAL OPPORTUNITIES BREAKAWAY LTD.
       
 
By:
Harbinger Capital Partners II LP
 
       
 
By:
Harbinger Capital Partners II GP LLC, General Partner
 
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
HARBINGER CAPITAL PARTNERS II LP
       
 
By:
Harbinger Capital Partners II GP LLC, General Partner
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
HARBINGER CAPITAL PARTNERS II GP LLC
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
HARBINGER HOLDINGS, LLC
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
 /s/ Philip Falcone
 
 
Philip Falcone
 
       
  
March 31, 2014
 
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
 

 
 

 

JOINT FILING AGREEMENT
 
The undersigned hereby agree that this statement on Schedule 13D with respect to the Common Stock, par value $0.01 per share of Harbinger Group Inc., is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
 
 
 
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
       
 
By:
Harbinger Capital Partners LLC
 
       
 
By:
Harbinger Holdings, LLC, Manager
 
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
HARBINGER CAPITAL PARTNERS LLC
       
 
By:
Harbinger Holdings, LLC, Manager
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
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
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
       
 
By:
Harbinger Holdings, LLC, Managing Member
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
 
A-1

 

 
 
GLOBAL OPPORTUNITIES BREAKAWAY LTD.
       
 
By:
Harbinger Capital Partners II LP
 
       
 
By:
Harbinger Capital Partners II GP LLC, General Partner
 
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
HARBINGER CAPITAL PARTNERS II LP
       
 
By:
Harbinger Capital Partners II GP LLC, General Partner
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
HARBINGER CAPITAL PARTNERS II GP LLC
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
HARBINGER HOLDINGS, LLC
       
 
By:
/s/ Philip Falcone
 
   
Name:  Philip Falcone
 
   
Title:    Managing Member
 
       
 
 
 /s/ Philip Falcone
 
 
Philip Falcone
 
       
  
March 31, 2014
 
 
A-2