eh1401301_13da3-hc2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Amendment No. 4)*
 
Under the Securities Exchange Act of 1934
 
HC2 HOLDINGS, INC.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
74443P104
(CUSIP Number)
 
Thomas A. Williams
Executive Vice President & Chief Financial Officer 
HRG Group, Inc.
450 Park Avenue, 29th Floor
New York, New York 10022
(212) 906-8555
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
June 25, 2015
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 (“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. 74443P104
 
  
Page 1 of 4

 
1
NAME OF REPORTING PERSON
 
HRG Group, Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
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
 
4,678,395
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
4,678,395
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,678,395
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.36% of Common Shares (12.6% of Voting Power)*
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
*  See Item 5 disclosure.
 
CUSIP No. 74443P104
  
Page 2 of 4 

Item 1.    Security and Issuer.

This Amendment No. 4 to Schedule 13D (“Amendment No. 3”) is being filed by the undersigned to amend the Schedule 13D filed on January 7, 2014, as amended by Amendment No. 1 filed on January 15, 2014,  Amendment No. 2 filed on May 23, 2014 and Amendment No. 3 filed on November 28, 2014 (as amended, the “Schedule 13D”) with respect to the shares of Common Stock, par value $0.001 per share (the “Shares”), of HC2 Holdings, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 460 Herndon Parkway, Suite 150, Herndon, VA 20170.
 
Item 2.    Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:
 
(a-c, f) This Schedule 13D is being filed by HRG Group, Inc., a Delaware corporation (“HRG” or the “Reporting Person”). The Shares reported in this Schedule 13D are beneficially owned by HRG. Such Shares are held in the name of HGI Funding, LLC, a Delaware limited liability holding company (“HGI Funding”) and a direct wholly−owned subsidiary of HRG and may be held by one or more wholly−owned subsidiaries of HRG in the future from time to time. The information required by General Instruction C to Schedule 13D with respect to the executive officers and directors of HRG is listed on Schedule A hereto under the heading “HRG Executive Officers and Directors” (the “Controlling Persons”, and together with the Reporting Person, the “HRG Persons”). HRG is a holding company with its principal business address located at 450 Park Avenue, 29th Floor, New York, NY 10022.
 
(d) None of the HRG Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the HRG Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.    Source and Amount of Funds or Other Consideration.

No material change.

Item 4.    Purpose of Transaction.
 
Item 4 is hereby amended by deleting the last sentence of the last paragraph thereof.
 
 
 
CUSIP No. 74443P104
  
Page 3 of 4 
   
 
Item 5.    Interest in Securities of the Issuer.

Paragraphs (a), (b) and (c) of Item 5 are hereby amended and restated in their entirety as follows:
 
References to percentage ownerships of Shares in this Schedule 13D are based upon the 25,487,023 Shares and 37,141,218 voting securities of the Issuer the Reporting Person believes is outstanding as of the date hereof. 
 
(a, b) As of the date hereof, HRG may be deemed to be the beneficial owner of 4,678,395 Shares, constituting 18.36% of the outstanding Shares and 12.6% of the voting securities of the Issuer.
 
HRG has the sole power to vote or direct the vote of none of the Shares; has the shared power to vote or direct the vote of 4,678,395 Shares; has sole power to dispose or direct the disposition of none of the Shares; and has shared power to dispose or direct the disposition of 4,678,395 Shares.
 
(c) Exhibit A lists the transactions in the Shares by the Reporting Person in the past 60 days.
 
Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
No material change. 
 
See Item 4.
 
Item 7.    Material to be Filed as Exhibits.
 
 
Exhibit A:
Transactions in the Shares.


 
CUSIP No. 74443P104
  
Page 4 of 4 
 
 
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.

 
 
HRG GROUP, INC.
 
  
 
By:
/s/ Thomas A. Williams
  
   
Name:
Thomas A. Williams
  
   
Title: 
Executive Vice President & Chief Financial Officer
  
 
 
June 29, 2015
 
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
 
 
 
Schedule A
 
 
HRG Executive Officers and Directors
 
Name
  
Business Address
  
Citizenship
  
Principal Occupation
       
Omar M. Asali
  
450 Park Avenue
New York, NY
10022
  
US
  
Director and President
       
Joseph S. Steinberg  
450 Park Avenue
New York, NY
10022
  
US
   Director & Chairman of the Board of HRG
             
Thomas A. Williams
  
450 Park Avenue
New York, NY
10022
  
US
  
Executive Vice President and Chief Financial Officer
       
David M. Maura
  
450 Park Avenue
New York, NY
10022
  
US
  
Executive Vice President and Director
       
Curtis Glovier
  
450 Park Avenue
New York, NY
10022
  
 US
  
Director
       
Frank Ianna
  
450 Park Avenue
New York, NY
10022
  
US
  
Director
       
Gerald Luterman
  
450 Park Avenue
New York, NY
10022
  
US
  
Director
       
Eugene I. Davis
  
450 Park Avenue
New York, NY
10022
  
US
  
Director
       
Andrew Whittaker  
450 Park Avenue
New York, NY
10022
   US   Director
 
 
A-1
 
Exhibit A
Transactions in the Shares


Date
Shares Sold
Price
June 25, 2015
 200
9.61
June 25, 2015
 400
9.60
June 25, 2015
 700
9.58
June 25, 2015
 600
9.57
June 25, 2015
 600
9.56
June 25, 2015
 400
9.53
June 25, 2015
 1,200
9.52
June 25, 2015
 500
9.52
June 25, 2015
 400
9.51
June 25, 2015
 100,000
9.50
June 25, 2015
 700
9.48
June 25, 2015
 500
9.48
June 25, 2015
 2,878
9.48
June 25, 2015
 1,300
9.47
June 25, 2015
 6,096
9.47
June 25, 2015
 600
9.47
June 25, 2015
 1,617
9.46
June 25, 2015
 600
9.46
June 25, 2015
 4,500
9.46
June 25, 2015
 3,733
9.45
June 26, 2015
 50,000
9.45
June 26, 2015
 400
9.415
June 26, 2015
 200
9.41
June 26, 2015
 1,874
9.405
June 26, 2015
 1,100
9.4
June 26, 2015
 27,958
9.31
June 26, 2015
 1,400
9.305
June 26, 2015
 48,843
9.3
June 26, 2015
 800
9.29
June 26, 2015
 2,259
9.27
June 26, 2015
 2,602
9.26
June 26, 2015
 100
9.25
June 26, 2015
 797,005
9

June 29, 2015
100
9.12
June 29, 2015
300
9.12
June 29, 2015
2,300
9.13
June 29, 2015
88
9.13
June 29, 2015
800
9.12
June 29, 2015
112
9.12
June 29, 2015
2,200
9.12
June 29, 2015
700
9.11
June 29, 2015
300
9.12
June 29, 2015
3,300
9.10
June 29, 2015
300
9.12
June 29, 2015
3,400
9.10
June 29, 2015
100
9.11
June 29, 2015
800
9.10
June 29, 2015
3,100
9.09