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| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

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| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

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| Delaware                                                       | 74-1339132 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 450 Park Avenue, 29th Floor, New York, NY                      | 10022 |
| (Address of principal executive offices)                       | (Zip Code) |

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|------------------------------------------------------------------|
|                                                                  |  |  |
| Securities Registered Pursuant to Section 12(b) of the Act: |
| Title of Each Class                                              |   | Name of Each Exchange on Which Registered |
| Common Stock, $0.01 par value                                    |   | New York Stock Exchange |

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|                                   |
|-----------------------------------|
|                                   |  |  |  |  |
| Large Accelerated Filer | x |   | Accelerated Filer | ¨ |
| Non-accelerated Filer             | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |

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|          |
|----------|
|          |  |  |
| PART III |   |   |
| Item 10. | Directors, Executive Officers and Corporate Governance | 3 |
| Item 11. | Executive Compensation | 8 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 23 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 25 |
| Item 14. | Principal Accounting Fees and Services | 27 |
|     |   |   |
| PART IV  |   |   |
| Item 15. | Exhibits, Financial Statements and Schedules | 28 |

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|               |
|---------------|
|               |  |
| Item 10. | Directors, Executive Officers and Corporate Governance |

----

|                     |
|---------------------|
|                     |  |  |
| Name                |   | Position |
| Omar M. Asali*      |   | Director, Chief Executive Officer and President |
| George C. Nicholson |   | Senior Vice President, Chief Accounting Officer and Chief Financial Officer |

----

----

----

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|               |
|---------------|
|               |  |
| Item 11. | Executive Compensation |

|         |                                                                       |
|---------|-----------------------------------------------------------------------|
| • | Omar M. Asali, a Director, our President and Chief Executive Officer; |

|         |                                                                                                           |
|---------|-----------------------------------------------------------------------------------------------------------|
| • | David M. Maura, a Director, and our former Managing Director and Executive Vice President of Investments; |

|         |                                                                                                        |
|---------|--------------------------------------------------------------------------------------------------------|
| • | George Nicholson, our Senior Vice President, Chief Financial Officer and Chief Accounting Officer; and |

|         |                                                                                      |
|---------|--------------------------------------------------------------------------------------|
| • | Thomas A. Williams, our former Executive Vice President and Chief Financial Officer. |

|         |                                                                                                                                                                                                                                                                                                                |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At HRG, during Fiscal 2016 we increased our “Net Asset Value” (as defined below) from both the beginning of Fiscal 2016 and the end of Fiscal 2014, which are discussed further below. We believe that Net Asset Value is a good proxy for creation of value for the Company and its stockholders. |

|         |                                                                                                                                                                                                                                                                                                                                                         |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At HRG, simplifying our corporate structure by selling our remaining interest in Compass Production Partners, L.P. (“Compass”), selling our remaining 51.0% interest in CorAmerica Capital, LLC (“CorAmerica”), winding down the operations of Energy & Infrastructure Capital, LLC and progressing the wind down of Salus. |

|         |                                                                                                                                                                                                                                                                                                                                       |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At Spectrum Brands, refinancing a portion of its indebtedness to extend maturities and reduce borrowing costs by issuing €425.0 million aggregate principal amount of 4.00% notes due 2026 and using the proceeds to repay a portion of the amounts outstanding on the 6.375% notes due 2020 and amending its credit agreement. |

|         |                                                                                                                                                                                                                                                         |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At Spectrum Brands, integrating the recent acquisition of the Global Auto Care business and realizing synergies through a series of initiatives to consolidate certain operations and reduce operating costs, including the exit of certain facilities. |

|         |                                                                                                       |
|---------|-------------------------------------------------------------------------------------------------------|
| • | At FGL, continuing to pursue the closing of the merger with Anbang Insurance Group Co., Ltd. and FGL. |

|         |                                                                                                                                                                                                             |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At Salus, recovering $45.4 million on the loan to a significant borrower in default, exceeding the previous estimate of recovery and reversing $18.0 million of previously recorded allowance for bad debt. |

|         |                                                                                                                                                                                                                              |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At HGI Energy, completing the sale of the Holly, Waskom and Danville assets for a total cash consideration of $153.4 million and using the proceeds primarily to reduce Compass’ borrowings under its credit facility. |

|         |                                                                                                                                                                                                                                                                |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | At HGI Energy, completing the sale of our equity interests in Compass to a third party for a cash purchase price of $145.0 million with the proceeds received reduced by the outstanding balance of Compass’ existing credit facility of $125.2 million. |

----

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Pay for Performance Philosophy: We designed our Fiscal 2016 executive compensation programs to pay for performance and a significant portion of our executives’ compensation was not guaranteed. Target compensation was established for our executive officers at the beginning of Fiscal 2016 by our Compensation Committee and our named executive officers had an opportunity to earn actual compensation that varied from target, based on achievement against pre-established performance targets. The variable component of our compensation program was designed to reward performance and contribution to our corporate and financial objectives. |

|         |                                                                                                                                                                                                                                                                       |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Independent Executive Compensation Consultants: During Fiscal 2016, our Compensation Committee worked with Hodak Value Advisors (“Hodak”), its independent executive compensation consultant, and separate outside counsel, as it determined appropriate. |

|         |                                                                                                                                                                                                                                                                                                                                                                                                         |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Mitigation of Undue Risk: Our Fiscal 2016 compensation program had provisions to mitigate undue risk, including mechanisms that were designed to be partially subject to forfeiture (see “Clawback Policy,” “Malus Provision” and “Subsequent Events After Fiscal 2016 Year End” below) and related target performance for Fiscal 2016 to past performance. |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Clawback Policy: Our equity awards allow the Company to recover payouts in the event that recoupment is required by applicable law (including pursuant to Sarbanes-Oxley and the Dodd-Frank Wall Street Reform and Consumer Protection Act) or a participant receives for any reason any amount in excess of what should have been received (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error). |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Malus Provision: Our Fiscal 2016 annual bonus program provided for an automatic deferral of payouts in excess of two times the target bonus pool and deferred cash compensation from prior years was subject to reduction if the Company did not meet certain specified performance criteria in Fiscal 2016. For Fiscal 2016, the Company satisfied the applicable performance criteria and, as a result the Malus provisions of our 2016 annual bonus program were not applicable (see “How We Determine Each Element of Compensation” and “Subsequent Events After Fiscal 2016 Year End”). |

|         |                                                                                                                                                                                                              |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Negative Discretion and Other Reductions: Our Fiscal 2016 annual bonus program provided our Compensation Committee with the right to exercise negative discretion to reduce awards under the bonus plan. |

|         |                                                                                                                                                                          |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Award Caps: Amounts that could be earned under our Fiscal 2016 annual bonus program by any individual were capped at $20 million per year (“Award Cap”). |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Equity Retention: We maintain an equity retention policy for senior management, requiring each member of senior management to retain ownership of at least 25% of his or her covered shares, net of taxes and transaction costs, until the earlier of (i) the date of such senior management member’s termination of employment with the Company or (ii) the date such person is no longer a member of senior management. |

|         |                                                                                                                                                                                                                                                   |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | No 280G or Section 409A Excise Tax Gross-Ups: We do not provide “gross-ups” for any taxes imposed with respect to Section 280G (change of control) or Section 409A (nonqualified deferred compensation) of the Internal Revenue Code. |

|         |                                                                                                                                              |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------|
| • | No Pensions or Supplemental Pensions: Our named executive officers are not provided with pension or supplemental executive retirement plans. |

|         |                                                                                                                                                                                             |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | No Single-Trigger Equity Acceleration: In Fiscal 2016, we did not provide our named executive officers “single-trigger” equity vesting upon a change of control of the Company. |

|         |                                                                                                                                                                               |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | No Repricing of Underwater Stock Options without Stockholder Approval: We do not lower the exercise price of any outstanding stock options, unless stockholders approve this. |

|         |                                                                                                                                                               |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | No Discounted Stock Options: The exercise price of our stock options is not less than 100% of the fair market value of our Common Stock on the date of grant. |

|         |                                                                                                                                                                                                                                                                                                                                     |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | No Unauthorized Hedging or Pledging: Our Board has adopted a corporate governance policy prohibiting our directors and executive officers from (i) hedging the economic risk associated with the ownership of our Common Stock and (ii) pledging our Common Stock, unless, in each case, first pre-approved by our General Counsel. |

----

|         |              |
|---------|--------------|
| • | base salary; |

|         |                                                                            |
|---------|----------------------------------------------------------------------------|
| • | variable compensation potential consisting of cash and equity payouts; and |

|         |                   |
|---------|-------------------|
| • | limited benefits. |

----

----

----

----

----

|                                                                                                  |
|--------------------------------------------------------------------------------------------------|
|                                                                                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name and Principal Position                                                                      |   | Year |   | Salary ($) |   | Bonus ($) |   | Stock Awards ($) (1) (2) |   | Option Awards ($) (1) (2) |   | Non-Equity Incentive Plan Compensation ($) (3) |   | All Other Compensation ($) (4) |   | Total ($) (5) |
| Omar M. Asali, President and Chief Executive Officer                                             |   | 2016 |   | 500,000 |  |   | — |  |   | 242,786 |  |   | 46,454 |  |   | 8,000,000 |  |   | 50,000 |  |   | 8,839,240 |  |
|                                                                                             | 2015 |   | 500,000 |  |   | — |  |   | 10,348,776 |  |   | 1,809,401 |  |   | 171,000 |  |   | 50,000 |  |   | 12,879,177 |  |
|                                                                                             | 2014 |   | 500,000 |  |   | — |  |   | 12,227,772 |  |   | 2,017,608 |  |   | 7,886,000 |  |   | 138,839 |  |   | 22,770,219 |  |
| David M. Maura, former Executive Vice President and Managing Director                            |   | 2016 |   | 150,824 |  |   | — |  |   | 191,356 |  |   | 36,613 |  |   | 3,355,080 |  |   | 50,000 |  |   | 3,783,873 |  |
|                                                                                             | 2015 |   | 500,000 |  |   | — |  |   | 5,044,576 |  |   | 866,770 |  |   | 135,000 |  |   | 50,000 |  |   | 6,596,346 |  |
|                                                                                             | 2014 |   | 500,000 |  |   | — |  |   | 11,889,468 |  |   | 1,966,376 |  |   | 3,844,000 |  |   | 50,000 |  |   | 18,249,844 |  |
| George C. Nicholson, Senior Vice President, Chief Accounting Officer and Chief Financial Officer |   | 2016 |   | 275,000 |  |   | — |  |   | — |  |   | — |  |   | 300,000 |  |   | 38,250 |  |   | 613,250 |  |
|                                                                                             | 2015 |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |
|                                                                                             | 2014 |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Thomas A. Williams, former Executive Vice Presidentand Chief Financial Officer (6)               |   | 2016 |   | 125,000 |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 464,570 |  |   | 589,570 |  |
|                                                                                             | 2015 |   | 500,000 |  |   | 1,000,000 |  |   | 3,721,321 |  |   | 648,673 |  |   | — |  |   | 63,000 |  |   | 5,932,994 |  |
|                                                                                             | 2014 |   | 500,000 |  |   | — |  |   | 4,554,840 |  |   | 750,825 |  |   | 2,836,000 |  |   | 62,750 |  |   | 8,704,415 |  |

|     |
|-----|
|     |  |
| (1) | All stock and option awards were granted under the Harbinger Group Inc. 2011 Omnibus Equity Award Plan, as amended (the “2011 Plan”). These columns reflect the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 (disregarding any risk of forfeiture assumptions). For a discussion of the relevant valuation assumptions, See Note 18 to Consolidated Financial Statements included in the Original 10-K. |
| (2) | The equity awards presented in this table were granted in November and December 2015 pursuant to the bonus plan for Fiscal 2015 (the “2015 Bonus Plan”). The equity awards made pursuant to the 2015 Bonus Plan were not included in the Summary Compensation Table or Grants of Plan-Based Awards Table in our report for Fiscal 2015 because such awards were not granted until after the end of our Fiscal 2015. These awards were disclosed, however, in the Compensation Discussion and Analysis in our report for Fiscal 2015. Pursuant to the 2015 Bonus Plan, the following grants were made in November 2015: (A) On November 24, 2015, Mr. Asali was granted (i) $121,386 in the form of 8,714 fully vested shares of our Common Stock, (ii) $121,400, in the form of 8,715 shares of restricted stock which vest on November 29, 2016, and (iii) $46,454, in the form of nonqualified stock options to purchase 9,163 shares of our Common Stock which vest as follows: 4,581 were vested on the date of grant and 4,582 on November 29, 2016. (B) On November 24, 2015, Mr. Maura was granted (i) $95,685, in the form of 6,869 fully vested shares of our Common Stock, (ii) $95,671, in the form of 6,868 shares of restricted stock which vest on November 29, 2016 and (iii) $36,613, in the form of nonqualified stock options to purchase 7,222 shares of our Common Stock which vest as follows: 3,611 were vested on the date of grant and 3,611 on November 29, 2016. |
| (3) | For Fiscal 2016, reflects the cash portion of the incentive awards earned by our named executive officers. Amounts in excess of two times the target corporate bonus pool are deferred to subsequent years, resulting in the deferral from amounts listed in this column of $1,815,000 for Mr. Maura to be paid out in November 2018. In addition, Mr. Maura received compensation from Spectrum Brands for services performed in Fiscal 2016, as fully disclosed in their Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed on December 21, 2016. |
| (4) | For Fiscal 2016, (i) for Mr. Asali, amounts in this column represent the value of his FlexNet cash benefit of $50,000, utilized for transportation and financial services; (ii) for Mr. Maura, amounts in this column represent the value of his FlexNet cash benefit of $50,000, utilized for health and welfare programs, transportation and financial services; (iii) for Mr. Nicholson, amounts in this column represent the value of his FlexNet cash benefit of $25,000, utilized for health and welfare programs, finance and technology services and $13,250 in matching contributions pursuant to the Company’s 401(K)plan and (iv) for Mr. Williams, amounts in this column represent severance payments pursuant to the Williams Retention Agreement. |
| (5) | See section titled “HRG Subsidiary and Affiliate Fees” above for a discussion of the compensation received by certain of our named executive officers from our subsidiaries during Fiscal 2016. Such amounts are not reflected in this table. |
| (6) | Mr. Williams’ Fiscal 2016 base salary represents the amount he earned from September 30, 2014 through January 1, 2016, which was the date his employment with the Company terminated. |

----

|                     |
|---------------------|
|                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name                |   | Grant Date |   | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards |   | All Other Stock Awards: Number of Shares of Stock or Units (2) |   | All Other Option Awards: Number of Securities Underlying Options (2) |   | Exercise or Base Price of Option Awards ($/Sh) |   | Grant Date Fair Value ($) (3) |
|                |   | Threshold |   | Target ($) (1) |   | Maximum |   |   |   |   |
| Omar M. Asali       |   |   |   |   |   | 2,500,000 |  |   |   |   |   |   |   |   |   |   |   |
|                |   | 11/24/2015 |   |   |   |   |   |   |   |   |   | 9,163 |  |   | 13.93 |  |   | 46,454 |  |
|                |   | 11/24/2015 |   |   |   |   |   |   |   | 17,429 |  |   |   |   |   |   | 242,786 |  |
| David M. Maura      |   |   |   |   |   | 2,000,000 |  |   |   |   |   |   |   |   |   |   |   |
|                |   | 11/24/2015 |   |   |   |   |   |   |   |   |   | 7,222 |  |   | 13.93 |  |   | 36,613 |  |
|                |   | 11/24/2015 |   |   |   |   |   |   |   | 13,737 |  |   |   |   |   |   | 191,356 |  |
| George C. Nicholson |   |   |   |   |   | 275,000 |  |   |   |   |   |   |   |   |   |   |   |
|                |   | 11/24/2015 |   |   |   |   |   |   |   |   |   | — |  |   | — |  |   | — |  |
|                |   | 11/24/2015 |   |   |   |   |   |   |   | — |  |   |   |   |   |   | — |  |
| Thomas A. Williams  |   |   |   |   |   | — |  |   |   |   |   |   |   |   |   |   |   |
|                |   | 11/24/2015 |   |   |   |   |   |   |   |   |   | — |  |   | — |  |   | — |  |
|                |   | 11/24/2015 |   |   |   |   |   |   |   | — |  |   |   |   |   |   | — |  |

|     |
|-----|
|     |  |
| (1) | For Messrs. Asali and Maura, this reflects the target payouts pursuant to the 2016 Bonus Plan and for Mr. Nicholson this reflects the target payout pursuant to his employment agreement, in each case, with respect to services performed for the Company during Fiscal 2016. The maximum bonus payment to any individual under the 2016 Bonus Plan with respect to any year is subject to the $20 million Award Cap. |
| (2) | All restricted stock and option awards made in Fiscal 2016 were granted pursuant to the 2015 Bonus Plan. |
| (3) | This column reflects the aggregate grant date fair value of the option and stock awards computed in accordance with FASB ASC Topic 718 (disregarding any risk of forfeiture assumptions). For a discussion of the relevant valuation assumptions, see Note 18 to Consolidated Financial Statements included in the Original 10-K. |

----

|                     |
|---------------------|
|                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                |   | Option Awards |   | Stock Awards |
| Name                |   | Number of Securities Underlying Unexercised Options Exercisable |   | Number of Securities Underlying Unexercised Options Unexercisable |   |   | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options |   | Option Exercise Price ($) (1) |   | Option Expiration Date |   | Number of Shares or Units of Stock That Have Not Vested |   |   | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) |
| Omar M. Asali       |   | 1,000,000 |  |   | — |  |   |   | — |  |   | 4.86 |  |   | 2/14/2022 |   | — |  |   |   | — |  |
|                |   | 544,900 |  |   | — |  |   |   | — |  |   | 8.52 |  |   | 11/29/2022 |   | — |  |   |   | — |  |
|                |   | 255,681 |  |   | 153,410 |  | (3) |   | — |  |   | 11.76 |  |   | 11/29/2023 |   | 382,117 |  | (3) |   | 5,999,237 |  |
|                |   | 86,290 |  |   | 253,942 |  | (4) |   | — |  |   | 13.36 |  |   | 11/29/2024 |   | 578,153 |  | (4) |   | 9,077,002 |  |
|                |   | 4,581 |  |   | 4,582 |  | (5) |   | — |  |   | 13.93 |  |   | 11/29/2025 |   | 8,715 |  | (5) |   | 136,826 |  |
| David M. Maura      |   | 435,920 |  |   | — |  |   |   | — |  |   | 8.52 |  |   | 11/29/2022 |   | — |  |   |   | — |  |
|                |   | 239,795 |  |   | 157,978 |  | (6) |   | — |  |   | 11.76 |  |   | 11/29/2023 |   | 393,496 |  | (6) |   | 6,177,887 |  |
|                |   | 69,032 |  |   | 96,816 |  | (7) |   | — |  |   | 13.36 |  |   | 11/29/2024 |   | 220,424 |  | (7) |   | 3,460,657 |  |
|                |   | 3,611 |  |   | 3,611 |  | (5) |   | — |  |   | 13.93 |  |   | 11/29/2025 |   | 6,868 |  | (5) |   | 107,828 |  |
| George C. Nicholson |   | — |  |   | — |  |   |   | — |  |   | — |  |   |   |   | — |  |   |   | — |  |
| Thomas A. Williams  |   | 100,821 |  |   | — |  |   |   | — |  |   | 8.52 |  |   | 11/29/2022 |   | — |  |   |   | — |  |
|                |   | 96,648 |  |   | 55,738 |  | (8) |   | — |  |   | 11.76 |  |   | 11/29/2023 |   | 138,836 |  | (8) (10) |   | 2,179,725 |  |
|                |   | 34,516 |  |   | 87,828 |  | (9) |   | — |  |   | 13.36 |  |   | 11/29/2024 |   | 199,960 |  | (9) (10) |   | 3,139,372 |  |

|      |
|------|
|      |  |
| (1)  | The exercise price of all equity awards is equal to the fair market value (closing sale price of our Common Stock) on the date of grant. |
| (2)  | The amounts in this column reflect the fair market value of the unvested restricted stock based on the closing stock price of $15.70 on the last trading day in Fiscal 2016. |
| (3)  | Mr. Asali’s unvested option awards will vest as follows: 153,410 on November 29, 2016. Mr. Asali’s restricted stock will vest as follows: 382,117 on November 29, 2016. |
| (4)  | Mr. Asali’s unvested option awards will vest as follows: 126,971 on November 29, 2016 and 126,971 on November 29, 2017. Mr. Asali’s restricted stock will vest as follows: 289,077 on November 29, 2016 and 289,076 on November 29, 2017. Pursuant to the Asali Transition Agreement, the options and restricted stock scheduled to vest in November 29, 2017 will vest on the earlier of March 31, 2017 or a change of control, subject to continued employment or upon a Specified Triggering Event. |
| (5)  | Messrs. Asali’s and Maura’s unvested option awards and restricted stock vested November 29, 2016. |
| (6)  | Mr. Maura’s unvested option awards will vest as follows: 157,978 on November 29, 2016. Mr. Maura’s restricted stock will vest as follows: 393,496 on November 29, 2016. Pursuant to the Maura Separation and Release Agreement, the options vested when the release became effective and such vested options will become exercisable on the dates that the options were otherwise scheduled to vest. |
| (7)  | Mr. Maura’s unvested option awards will vest as follows: 48,408 on November 29, 2016 and 48,408 on November 29, 2017. Mr. Maura’s restricted stock will vest as follows: 110,212 on November 29, 2016 and 110,212 on November 29, 2017. Pursuant to the Maura Separation and Release Agreement, the options vested when the release became effective and such vested options will become exercisable on the dates that the options were otherwise scheduled to vest. |
| (8)  | Mr. Williams’ unvested option awards will vest as follows: 55,738 on November 29, 2016. Mr. Williams’ restricted stock will vest as follows: 138,836 on November 29, 2016. |
| (9)  | Mr. Williams’ unvested option awards will vest as follows: 43,914 on November 29, 2016 and 43,914 on November 29, 2017. Mr. Williams’ restricted stock will vest as follows: 99,980 on November 29, 2016 and 99,980 on November 29, 2017. |
| (10) | Mr. Williams’ employment terminated on January 1, 2016. The numbers in the table reflect the gross number of shares that were unvested. However, pursuant to the terms of his release agreement in January 2016, 67,102 shares were withheld from the 138,836 shares and 96,945 shares were withheld from the 199,960 shares for tax purposes and the following shares were withheld for tax purposes: for the bonus plan for Fiscal 2013, 6,102 shares were withheld and for the bonus plan for Fiscal 2014, 96,645 shares were withheld. |

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|               |   | Option Awards |   |   | Stock Awards |
| Name               |   | Number of Shares Acquired on Exercise |   | Value Realized on Exercise ($) |   |   | Number of Shares Acquired on Vesting |   |   | Value Realized on Vesting ($) (7) |
| Omar M. Asali      |   | — |  |   | — |  |   |   | 441,340 |  | (1) |   | 6,041,945 |  |
|               |   |   |   |   |   |   | 382,118 |  | (2) |   | 5,231,195 |  |
|               |   |   |   |   |   |   | 98,228 |  | (3) |   | 1,344,741 |  |
|               |   |   |   |   |   |   | 8,714 |  | (4) |   | 121,386 |  |
| David M. Maura     |   | 177,500 |  |   | 1,461,287 |  | (6) |   | — |  |   |   | — |  |
|               |   |   |   |   |   |   | 353,072 |  | (1) |   | 4,833,556 |  |
|               |   |   |   |   |   |   | 393,497 |  | (2) |   | 5,386,974 |  |
|               |   |   |   |   |   |   | 78,582 |  | (3) |   | 1,075,788 |  |
|               |   |   |   |   |   |   | 6,869 |  | (4) |   | 95,685 |  |
| Thomas A. Williams |   | 70,000 |  |   | 705,439 |  | (5) |   | — |  |   |   | — |  |
|               |   |   |   |   |   |   | 48,178 |  | (1) |   | 659,557 |  |
|               |   |   |   |   |   |   | 138,836 |  | (2) |   | 1,900,665 |  |
|               |   |   |   |   |   |   | 39,291 |  | (3) |   | 537,894 |  |
|               |   |   |   |   |   |   | 67,102 |  | (8) |   | 861,590 |  |
|               |   |   |   |   |   |   | 96,645 |  | (9) |   | 1,240,922 |  |

|     |
|-----|
|     |  |
| (1) | Represents restricted stock awards granted pursuant to the bonus plan for Fiscal 2012, which vested on November 29, 2015. |
| (2) | Represents restricted stock awards granted pursuant to the bonus plan for Fiscal 2013, which vested on November 29, 2015. |
| (3) | Represents restricted stock awards granted pursuant to the bonus plan for Fiscal 2014, which vested on November 29, 2015. |
| (4) | Represents stock awards granted pursuant to the 2015 bonus plan which were fully vested on the November 24, 2015 grant date. |
| (5) | The value realized on exercise is based on a weighted average stock price derived from a stock price range of $14.88 to $14.93 during a series of exercises that occurred during Fiscal 2016. |
| (6) | The value realized on exercise is based on a weighted average stock price derived from a stock price range of $13.00 to $13.27 during a series of exercises that occurred during Fiscal 2016. |
| (7) | The value realized on vesting is based on the stock price of $13.93 on November 24, 2015 and $13.69 on November 30, 2015. |
| (8) | Represents restricted stock awards granted pursuant to the bonus plan for Fiscal 2013, which vested on January 8, 2016. |
| (9) | Represents restricted stock awards granted pursuant to the bonus plan for Fiscal 2014, which vested on January 8, 2016. |

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |
| Name               |   | Registrant Contributions in Last Fiscal Year |   | Aggregate Balance at Last Fiscal Year End |
| Omar M. Asali      |   | $ | — |  |   | $ | 2,943,000 |  |
| David M. Maura     |   | — |  |   | 1,122,000 |  |
| Thomas A. Williams |   | — |  |   | 1,018,000 |  |

----

----

----

|                     |
|---------------------|
|                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name                |   | Cash Severance (1) |   | Prior Year Annual Bonus (2) |   | Benefits Continuation (3) |   | Total |
| Omar M. Asali       |   | $ | 500,000 |  |   | $ | 19,362,834 |  |   | $ | 39,727 |  |   | $ | 19,902,561 |  |
| David M. Maura      |   | 500,000 |  |   | 11,615,918 |  |   | 39,727 |  |   | 12,155,645 |  |
| George C. Nicholson |   | 275,000 |  |   | — |  |   | — |  |   | 275,000 |  |

|     |
|-----|
|     |  |
| (1) | This column reflects payment of twelve months of base salary, payable in continuing installments. |
| (2) | This column reflects vesting of 100% of the unpaid deferred cash portion under prior year bonus plans and vesting of 100% of the unvested equity portion granted pursuant to prior year bonus plans, based on the closing stock price of $15.70 on the last trading day in Fiscal 2016. In addition, Messrs. Asali and Maura would each be entitled to receive their actual bonus for Fiscal 2016 because they worked through the last day of that fiscal year. |
| (3) | This column reflects COBRA premium reimbursements for 12 months, which are also payable if the executive’s employment is terminated due to death or Disability. |

|                     |
|---------------------|
|                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name                |   | Cash Severance (1) |   | Prior Year Annual Bonus (2) |   | Benefits Continuation (3) |   | Outplacement Services (4) |   | Total |
| Omar M. Asali       |   | $ | 6,000,000 |  |   | $ | 19,362,834 |  |   | $ | 59,590 |  |   | $ | 15,000 |  |   | $ | 25,437,424 |  |
| David M. Maura      |   | 6,000,000 |  |   | 11,615,918 |  |   | 59,590 |  |   | 15,000 |  |   | 17,690,508 |  |
| George C. Nicholson |   | 275,000 |  |   | — |  |   | — |  |   | — |  |   | 275,000 |  |

|     |
|-----|
|     |  |
| (1) | For Messrs. Asali and Maura, this column reflects the sum of two times (x) base salary and (y) the greater of (A) target bonus compensation or (B) $2.5 million, payable in installments over 24 months. |
| (2) | This column reflects payment of 100% of the unpaid deferred cash portion under prior year bonus plans and vesting of 100% of the unvested equity portion granted pursuant to prior year bonus plans, based on the closing stock price of $15.70 on the last trading day in Fiscal 2016. In addition, Messrs. Asali and Maura would each be entitled to receive their actual bonus for Fiscal 2016 because they worked through the last day of that fiscal year. |
| (3) | This column reflects COBRA premium reimbursement payments for up to 18 months for Messrs. Asali and Maura. In addition, COBRA premium reimbursements are payable for 12 months if the executive’s employment is terminated due to death or Disability. |
| (4) | This column reflects estimated payments for outplacement services. |

|                                     |
|-------------------------------------|
|                                     |  |  |  |  |  |  |  |  |
| Committee                           |   | Chair Annual Retainer |   | Member Annual Retainer |
| Audit                               |   | $ | 26,000 |  |   | $ | 15,000 |  |
| Compensation                        |   | 15,000 |  |   | 6,000 |  |
| Nominating and Corporate Governance |   | 10,000 |  |   | 5,000 |  |

----

|                             |
|-----------------------------|
|                             |  |  |  |  |  |  |  |  |  |  |  |  |
| Name (1)                    |   | Fees Earned or Paid in Cash |   | Stock Awards (2) |   | Total |
| Frank Ianna (3)             |   | $ | 112,250 |  |   | $ | 80,000 |  |   | $ | 192,250 |  |
| Gerald Luterman (3)         |   | 117,000 |  |   | 80,000 |  |   | 197,000 |  |
| Joseph S. Steinberg (3) (4) |   | 91,000 |  |   | 240,000 |  |   | 331,000 |  |
| Eugene I. Davis (5)         |   | 105,416 |  |   | — |  |   | 105,416 |  |
| Andrew Whittaker (3) (4)    |   | 80,000 |  |   | 240,000 |  |   | 320,000 |  |
| Curtis Glovier              |   | 22,526 |  |   | — |  |   | 22,526 |  |
| Andrew A. McKnight (6)      |   | — |  |   | — |  |   | — |  |

|     |
|-----|
|     |  |
| (1) | Messrs. Maura and Asali were employees of our Company and did not receive any compensation from the Company for their services as HRG directors. See section titled “Summary Compensation Table.” |
| (2) | This column reflects the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 (disregarding any risk of forfeiture assumptions). |
| (3) | On November 24, 2015, equity awards of 5,743 restricted stock were granted to each of Messrs. Davis, Ianna, Luterman, Steinberg, and Whittaker, which vested on September 30, 2016. |
| (4) | On November 28, 2015, fully vested initial stock awards of 11,486 were granted to each of Messrs. Steinberg and Whittaker for Fiscal 2014 and 2015 services. |
| (5) | Mr. Davis resigned from the Board effective August 31, 2016 and he forfeited the 5,743 shares of restricted stock granted on November 24, 2015. |
| (6) | Mr. McKnight joined the Board on July 21, 2016. Mr. McKnight is entitled to, but has not yet received compensation for his services as a director of HRG. |

----

|               |
|---------------|
|               |  |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |

|         |                        |
|---------|------------------------|
| • | each of our directors; |

|         |                                                           |
|---------|-----------------------------------------------------------|
| • | each of our named executive officers for Fiscal 2016; |

|         |                                                                                                                                     |
|---------|-------------------------------------------------------------------------------------------------------------------------------------|
| • | each person known to us to beneficially own more than 5% of our outstanding Common Stock (the “5% stockholders”);   and |

|         |                                                  |
|---------|--------------------------------------------------|
| • | all directors and executive officers as a group. |

|                                                                         |
|-------------------------------------------------------------------------|
|                                                                         |  |  |  |  |  |  |
| Name and Address of Beneficial Owner                                    |   | Amount and Nature of Beneficial Ownership |   | Percent of Class |
| 5% Stockholders                                                         |   |   |   |   |
| Leucadia National Corporation (1)                                       |   | 46,633,479 |  |   | 23.29 | % |
| CF Turul Group (2)                                                      |   | 32,994,740 |  |   | 16.48 | % |
| Our Directors and Executive Officers                                    |   |   |   |   |
| Omar M. Asali (3)                                                       |   | 3,727,815 |  |   | 1.84 | % |
| Curtis A. Glovier                                                       |   | 5,092 |  |   | * |  |
| Frank Ianna                                                             |   | 27,351 |  |   | * |  |
| Gerald Luterman                                                         |   | 27,351 |  |   | * |  |
| David M. Maura (4)**                                                    |   | 1,956,529 |  |   | * |  |
| Joseph S. Steinberg                                                     |   | 22,321 |  |   | * |  |
| Andrew Whittaker                                                        |   | 22,321 |  |   | * |  |
| Thomas A. Williams (5)**                                                |   | 714,821 |  |   | * |  |
| Andrew A. McKnight                                                      |   | — |  |   | * |  |
| George C. Nicholson                                                     |   | — |  |   | * |  |
| All current directors and executive officers as a group (9 persons) (6) |   | 6,522,294 |  |   | 3.26 | % |

|     |
|-----|
|     |  |
| (1) | Based solely on a Schedule 13D, Amendment No. 2, filed with the SEC on November 26, 2014, Leucadia is the beneficial owner of 46,633,479 shares of our Common Stock, including the 28,000,000 shares Leucadia may from time to time sell and receive the proceeds from such sale for its own account. The address of Leucadia is 520 Madison Avenue, New York, New York 10022. |
| (2) | Based solely on a Schedule 13D, Amendment No. 5, filed with the SEC on July 27, 2016, CF Turul LLC is the beneficial owner of 32,994,740 shares of our Common Stock. The 32,994,740 shares excludes one share of our preferred stock owned by CF Turul, which cannot be converted into Common Stock. As described in the Schedule 13D, each of Fortress Credit Opportunities Advisors LLC, Fortress Credit Opportunities MA Advisors LLC, Fortress Credit Opportunities MA II Advisors LLC, FCO MA LSS Advisors LLC, Fortress Credit Opportunities MA Maple Leaf Advisors LLC, Fortress Global Opportunities (Yen) Advisors LLC, Drawbridge Special Opportunities Advisors LLC, Fortress Special Opportunities Advisors LLC, FIG LLC, Fortress Operating Entity I LP, FIG Corp., Fortress Investment Group LLC, Mr. Peter L. Briger, Jr., and Mr. Constantine M. Dakolias (collectively, the “CF Turul Group”) may also be deemed to be the beneficial owner of our shares of Common Stock beneficially owned by CF Turul, assuming the effectiveness of a joint investment committee agreement. The business address of CF Turul is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York 10105. |
| (3) | Includes 1,551,400 shares of Common Stock and 2,176,415 shares of Common Stock underlying options that have vested or will vest within 60 days of December 31, 2016. Does not include 126,971 shares subject to unvested options that do not vest within 60 days of December 31, 2016. |

----

|     |
|-----|
|     |  |
| (4) | Includes 967,548 shares of Common Stock and 988,981 shares of Common Stock underlying options that have vested or will vest within 60 days of December 31, 2016. Does not include 335,972 shares underlying unvested options that do not vest within 60 days of December 31, 2016. |
| (5) | Includes 383,184 shares of Common Stock and 331,637 shares of Common Stock underlying options that have vested or will vest within 60 days of December 31, 2016. Does not include 43,914 shares underlying unvested options that do not vest within 60 days of December 31, 2016. |
| (6) | Includes 3,025,261 shares of Common Stock and 3,497,033 shares of Common Stock underlying options, warrants or restricted stock units that are currently exercisable or become exercisable, or vest, as applicable, within 60 days of December 31, 2016. Does not include 506,857 shares underlying unvested options and warrants that do not vest within 60 days of December 31, 2016. |

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |  |
| Plan category                                              |   | Number of securities to be issued upon exercise of outstanding options, warrants and rights (in thousands) (a) |   | Weighted-average exercise price of outstanding options, warrants and rights (b) |   | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands) (c) |
| Equity compensation plans approved by security holders     |   | 7,448 |  |   | $ | 7.50 |  |   | 9,065 |  |
| Equity compensation plans not approved by security holders |   | — |  |   | — |  |   | — |  |
| Total                                                      |   | 7,448 |  |   | $ | 7.50 |  |   | 9,065 |  |

----

|               |
|---------------|
|               |  |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |

----

----

|               |
|---------------|
|               |  |
| Item 14. | Principal Accounting Fees and Services |

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |
|               |   | Year Ended September 30, |
|               |   | 2016 |   | 2015 |
| Audit Fees         |   | $ | 2,462,745 |  |   | $ | 2,784,100 |  |
| Audit-Related Fees |   | — |  |   | — |  |
| Tax Fees           |   | 22,612 |  |   | — |  |
| All Other Fees     |   | 22,000 |  |   | 22,000 |  |
| Total Fees         |   | $ | 2,507,357 |  |   | $ | 2,806,100 |  |

|         |                                                                                                                                                                                                                                                                                                                                                                                 |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Audit Fees are fees for professional services for the audit of the consolidated financial statements included in Form 10-K and the review of the consolidated financial statements included in Form 10-Qs or services that are provided in connection with statutory and regulatory filings or engagements, such as statutory audits required for certain foreign subsidiaries. |

|         |                                                                                                                                                                                |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Audit-Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the consolidated financial statements. |

|         |                                                                    |
|---------|--------------------------------------------------------------------|
| • | Tax Fees are fees for tax compliance, tax advice and tax planning. |

|         |                                                                                               |
|---------|-----------------------------------------------------------------------------------------------|
| • | All Other Fees are fees, if any, for any services not included in the first three categories. |

----

|               |
|---------------|
|               |  |
| Item 15. | Exhibits, Financial Statements Schedules |

|             |
|-------------|
|             |  |  |
| Exhibit No. |   | Description of Exhibits |
| 10.1*       |   | Transition Agreement, dated as of November 17, 2016, by and between HRG Group, Inc. and Omar M. Asali. |
| 10.2*       |   | Separation and Release Agreement, dated as of November 28, 2016, by and between HRG Group, Inc. and David M. Maura. |
| 10.3*       |   | Form of Employee Nonqualified Option Award Agreement, dated as of December 14, 2016, by and between HRG Group, Inc. and David Maura. |
| 31.1*       |   | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2*       |   | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

----

|        |
|--------|
|        |  |  |  |  |  |
|   |   |   | HRG Group, Inc.(Registrant) |
|   |   |   |   |
| Dated: | January 27, 2017 |   | By: |   | /s/ GEORGE C. NICHOLSON |
|   |   |   |   |   | George C. Nicholson |
|   |   |   |   |   | Senior Vice President, Chief Accounting Officer and Chief Financial Officer(on behalf of the Registrant) |

----

|             |
|-------------|
|             |  |  |
| Exhibit No. |   | Description of Exhibits |
| 10.1*       |   | Transition Agreement, dated as of November 17, 2016, by and between HRG Group, Inc. and Omar M. Asali. |
| 10.2*       |   | Separation and Release Agreement, dated as of November 28, 2016, by and between HRG Group, Inc. and David M. Maura. |
| 10.3*       |   | Form of Employee Nonqualified Option Award Agreement, dated as of December 14, 2016, by and between HRG Group, Inc. and David Maura. |
| 31.1*       |   | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2*       |   | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |