Edgar Filing: HRG GROUP, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Global Opportunities Breakaway MM, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
HRG 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

(Last)

(First)

(Middle)

450 PARK AVENUE, 30TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2015

(Street)

NEW YORK, NY 10022

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (par value $0.01 per share)	06/26/2015		S		227,901	D	$ 13.16 ⁽¹⁾ ⁽²⁾	78,682	D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock (par value $0.01 per share)	06/29/2015		S		348	D	$ 13.19 ⁽²⁾ ⁽⁶⁾	78,334	D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock (par value $0.01 per share)	06/30/2015		S		311	D	$ 13.02 ⁽²⁾ ⁽⁷⁾	78,023	D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock (par value $0.01 per share)	07/01/2015		S		7,436	D	$ 13.03 ⁽²⁾ ⁽⁸⁾	70,587	D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock (par value $0.01 per share)	07/02/2015		S		18,513	D	$ 12.97 ⁽²⁾ ⁽⁹⁾	52,074	D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock (par value $0.01 per share)	07/06/2015		S		3,565	D	$ 13.06 ⁽²⁾ ⁽¹⁰⁾	48,509	D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Global Opportunities Breakaway MM, L.L.C. 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY 10022		X		*See Remarks
FALCONE PHILIP 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY 10022		X		*See Remarks

Signatures

Global Opportunities Breakaway MM, L.L.C. By: /s/ Philip Falcone		07/06/2015
^**Signature of Reporting Person		Date
/s/ Philip Falcone		07/06/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The sale price represents the weighted average sale price for multiple transactions reporting on this line. The prices of the transactions ranged from $13.16 to $13.25, inclusive.
(2)	The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, HRG Group, Inc. (""HRG"") or a security holder of HRG full information regarding the number of Shares sold at each separate price within the range set forth on this line.
(3)	These Shares are owned directly by Global Opportunities Breakaway MM, L.L.C. ("Breakaway MM"), which is a Reporting Person.
(4)	These Shares may be deemed to be indirectly beneficially owned by the following, whom is a Reporting Person: Philip Falcone, the managing member of Breakaway MM.
(5)	The Reporting Person listed in Footnote 4 disclaims beneficial ownership of the 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 Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(6)	The sale price represents the weighted average sale price for multiple transactions reporting on this line. The prices of the transactions ranged from $13.18 to $13.215, inclusive.
(7)	The sale price represents the weighted average sale price for multiple transactions reporting on this line. The prices of the transactions ranged from $13.02 to $13.04, inclusive.
(8)	The sale price represents the weighted average sale price for multiple transactions reporting on this line. The prices of the transactions ranged from $13.02 to $13.08, inclusive.
(9)	The sale price represents the weighted average sale price for multiple transactions reporting on this line. The prices of the transactions ranged from $12.97 to $13.10, inclusive.
(10)	The sale price represents the weighted average sale price for multiple transactions reporting on this line. The prices of the transactions ranged from $13.02 to $13.13, inclusive.
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. While Mr. Falcone does not directly own any of the securities of the Issuer directly owned by the other reporting persons herein, Mr. Falcone may be deemed to be the beneficial owner of such securities. Securities of the Issuer directly owned by Mr. Falcone are reported in separate Form 4s filed by Mr. Falcone. 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.