Sec Form 4 Filing - HRG GROUP, INC. @ HC2 Holdings, Inc. - 2015-06-25

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 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

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1. Name and Address of Reporting Person HRG GROUP, INC. 2. Issuer Name and Ticker or Trading Symbol HC2 Holdings, Inc. [ HCHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 450 PARK AVENUE, 29TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2015 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/25/2015 S 127,524 D $ 9.5 5,630,836 I See Footnotes ( 1 ) ( 2 ) Common Stock 06/26/2015 S 934,541 D $ 9.05 4,696,295 I See Footnotes ( 1 ) ( 3 ) Common Stock 06/29/2015 S 17,900 D $ 9.11 4,678,395 I See Footnotes ( 1 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HRG GROUP, INC. 450 PARK AVENUE 29TH FLOOR NEW YORK, NY10022 X Signatures HRG Group, Inc., By: /s/ Thomas Williams, Executive Vice President and Chief Financial Officer 06/29/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of the Issuer reported herein are held in the name of a wholly owned subsidiary of HRG Group, Inc. ("HRG") by the name of HGI Funding, LLC, and may be held by one or more wholly owned subsidiaries of HRG in the future from time to time (collectively, such subsidiaries of HRG, "HRG Holdings"). HRG does not own directly any securities of the Issuer. However, as a result of HRG's ownership of all of HRG Holdings' equity, HRG may be deemed to beneficially own securities of the Issuer directly owned by HRG Holdings. ( 2 )The price shown in Column 4 is the weighted average sale price of these Shares on the transaction date. The price range for the sales is $9.61 to $9.45 per Share. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of Shares sold at each separate price. ( 3 )The price shown in Column 4 is the weighted average sale price of these Shares on the transaction date. The price range for the sales is $9.45 to $9.00 per Share. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of Shares sold at each separate price. ( 4 )The price shown in Column 4 is the weighted average sale price of these Shares on the transaction date. The price range for the sales is $9.13 to $9.09 per Share. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of Shares sold at each separate price.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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