SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* CF Turul LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/12/2011	3. Issuer Name and Ticker or Trading Symbol HARBINGER GROUP INC. [ HRG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Part Conv Pref Stock par value $0.01 per share(1)(2)	05/13/2011	(3)	Common Stock, par value $0.01 per share	31,538,462(4)	$6.5(5)	D(6)

1. Name and Address of Reporting Person* CF Turul LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fortress Credit Opportunities Advisors LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIG LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hybrid GP Holdings LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fortress Operating Entity I LP (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIG Corp. (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fortress Investment Group LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Briger Peter L JR (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Dakolias Constantine M (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is filed on behalf of CF Turul LLC, Fortress Credit Opportunities Advisors LLC ("FCOA"), FIG LLC, Hybrid GP Holdings LLC ("Hybrid"), Fortress Investment Operating Entity I LP ("FOE I"), FIG Corp., Fortress Investment Group LLC, ("Fortress"), Peter L. Briger, Jr. ("Briger") and Constantine M. Dakolias ("Dakolias" and together with Briger, the "Committee Members"). Each of FCOA, FIG LLC, Hybrid, FOE I, FIG Corp., Fortress and the Committee Members may be deemed to be the indirect beneficial owner of the securities directly owned by CF Turul LLC under Rule 16a-1(a)(1) promulgated under the Securities Exchange Act of 1934, as amended.

2. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of FCOA, FIG LLC, Hybrid, FOE I, FIG Corp., Fortress and the Committee Members disclaims beneficial ownership of such securities.

3. The Series A Participating Convertible Preferred Stock, par value $0.01 per share of Harbinger Group Inc. (the "Issuer") and initially priced at $1,000 per share (the "Series A Preferred Stock"), is redeemable at the Issuer's option after the third anniversary of the original issuance date. Subject to certain exceptions, the Series A Preferred Stock is redeemable at the option of the holders thereof on the seventh anniversary of the original issuance date. The Series A Preferred Stock is also subject to earlier redemption, repurchase or conversion in accordance with the terms thereof.

4. This is the number of shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), issuable upon conversion of the Series A Preferred Stock as of the date of this filing; however, (i) prior to the effectiveness of shareholder approval, CF Turul LLC may only convert Series A Preferred Stock, and exercise voting rights with respect to the Series A Preferred Stock on an as converted basis, in an amount equal to its pro rata portion of a maximum of 19.9% of the outstanding voting stock of the Issuer , and (ii) until approval is obtained from certain insurance regulatory authorities, CF Turul LLC may not convert Series A Preferred Stock in excess of 9.9% of the outstanding Common Stock and may not vote more than 9.9% of the total number of votes which may be cast in a general election of a director of the Issuer.

5. Subject to anti-dilution adjustment pursuant to the terms of the Series A Preferred Stock.

6. These securities are directly owned by CF Turul LLC. FCOA, FIG LLC, Hybrid, FOE I, FIG Corp., Fortress and the Committee Members may be deemed to have indirect beneficial ownership of these securities.

	/s/ CF Turul LLC, by Constantine M. Dakolias, its President	05/23/2011
	/s/ FCOA, by Constantine M. Dakolias, its President	05/23/2011
	/s/ FIG LLC, by David N. Brooks, its Secretary	05/23/2011
	/s/ Hybrid, by Constantine M. Dakolias, its President	05/23/2011
	/s/ FOE I, by David N. Brooks, its Secretary	05/23/2011
	/s/ FIG Corp., by David N. Brooks, its Secretary	05/23/2011
	/s/ Fortress, by David N. Brooks, its Secretary	05/23/2011
	/s/ Peter L. Briger, Jr.	05/23/2011
	/s/ Constantine M. Dakolias	05/23/2011
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.