Sec Form 4 Filing - FRIEDMAN BRIAN P @ LEUCADIA NATIONAL CORP - 2017-01-01

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 FRIEDMAN BRIAN P 2. Issuer Name and Ticker or Trading Symbol LEUCADIA NATIONAL CORP [ LUK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O LEUCADIA NATIONAL CORPORATION, 520 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2017 (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 01/01/2017 A( 1 ) 1,075,268 ( 1 ) A $ 23.25 7,398,943 D ( 2 )

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 O ther FRIEDMAN BRIAN P C/O LEUCADIA NATIONAL CORPORATION 520 MADISON AVENUE NEW YORK, NY10022 X President Signatures /s/ Roland T. Kelly, by power of attorney 01/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Long-Term Performance-Linked Restricted Stock Units (RSUs) grant for 2017, 100% of which is subject to forfeiture based upon Leucadia's future performance as measured by compounded long-term Total Shareholder Return and long-term Return on Tangible Deployable Equity for fiscal years 2017, 2018 and 2019. No RSUs vest until after fiscal 2019 and, if RSUs vest, the Reporting Person remains subject to an additional three-year holding period lock up and cannot dispose of vested RSUs until after January 2023. The grant of RSUs is made under the Leucadia National Corporation 2003 Incentive Compensation Plan, as amended, which is exempt from Rule 16b-3(d) under the Securities Exchange Act of 1934. ( 2 )Includes 15,787 shares indirectly held by the Reporting Person by the Trustee under the Profit Sharing Plan for the benefit of the Reporting Person; and includes 48,600 shares indirectly held by the Reporting Person through a family trust.

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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