Sec Form 4 Filing - HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. @ HARBINGER GROUP INC. - 2014-11-25

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 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. 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 (Last) (First) (Middle) C/O INTERNATIONAL FUND SVS. (IRELAND) LT, 78 SIR JOHN ROGERSON'S QUAY 3. Date of Earliest Transaction (MM/DD/YY) 11/25/2014 (Street) DUBLIN 2, L200000 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 (par value $0.01 per share) 11/25/2014 S( 1 ) 3,402,318 D $ 12.9 ( 1 ) 30,753,730 D ( 2 ) ( 3 ) ( 4 ) Common Stock (par value $0.01 per share) 11/25/2014 S( 1 ) 1,597,682 D $ 12.9 ( 1 ) 3,650,057 D ( 5 ) ( 6 ) ( 7 )

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 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SVS. (IRELAND) LT 78 SIR JOHN ROGERSON'S QUAY DUBLIN 2, L200000 X *See Remarks HARBINGER CAPITAL PARTNERS LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY10022 X *See Remarks HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY10022 X *See Remarks HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY10022 X *See Remarks HARBINGER HOLDINGS, LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY10022 X *See Remarks FALCONE PHILIP 450 PARK AVENUE, 30TH FLOOR NEW YORK, NY10022 X *See Remarks Signatures Harbinger Capital Partners Master Fund I, Ltd. By: Harbinger Capital Partners LLC, By: Harbinger Holdings, LLC, Manager By: /s/ Philip Falcone 11/28/2014 Signature of Reporting Person Date Harbinger Capital Partners LLC By: Harbinger Holdings, LLC, Manager By: /s/ Philip Falcone 11/28/2014 Signature of Reporting Person Date 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 11/28/2014 Signature of Reporting Person Date Harbinger Capital Partners Special Situations GP, LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone 11/28/2014 Signature of Reporting Person Date Harbinger Holdings, LLC By: /s/ Philip Falcone 11/28/2014 Signature of Reporting Person Date /s/ Philip Falcone 11/28/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 25, 2014, Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund") and Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund", and together with the Master Fund, the "HCP Persons") collectively sold an aggregate of 5,000,000 shares of common stock of the Issuer (the "Shares") at a price of $12.90 per Share to a third party. Following such sale, funds affiliated with the HCP Persons beneficially own an aggregate of 37,677,583 Shares, which does not give effect to the 3,000,000 Shares Mr. Falcone can acquire pursuant to a warrant agreement with the Issuer. ( 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 person listed in Footnote 3 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 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. ( 5 )These Shares are owned directly by the Special Situations Fund, which is a Reporting Person. ( 6 )These 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 Reporting Person listed in Footnote 6 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.

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.

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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