UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. 4)*
HORIZON LINES, INC (Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities)
44044K309 (CUSIP Number)
December 31, 2014 (Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Instructions).
CUSIP No.: 44044K309
| 1 | NAME OF REPORTING PERSON Beach Point Capital Management LP ("Beach Point Capital") I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 80-0242162 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 5,005,396 **see Note 1** | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 5,005,396 **see Note 1** | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,005,396 **see Note 1** | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.23% | ||
| 12 | TYPE OF REPORTING PERSON IA | ||
CUSIP No.: 44044K309
| 1 | NAME OF REPORTING PERSON Beach Point GP LLC ("Beach Point GP") I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 80-0242130 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 5,005,396 **see Note 1** | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 5,005,396 **see Note 1** | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,005,396 **see Note 1** | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.23% | ||
| 12 | TYPE OF REPORTING PERSON HC | ||
CUSIP No.: 44044K309
| ITEM 1(a). | NAME OF ISSUER: | |
| HORIZON LINES, INC (the "Issuer") | ||
| ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: | |
| 2550 West Tyvola RoadColiseum 3, Suite 530Charlotte, North Carolina 28217 | ||
| ITEM 2(a). | NAME OF PERSON FILING: | |
| Beach Point Capital Management LP ("Beach Point Capital")Beach Point GP LLC ("Beach Point GP") | ||
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: | |
| c/o Beach Point Capital Management LP1620 26th StreetSuite 6000NSanta Monica, CA 90404 | ||
| ITEM 2(c). | CITIZENSHIP: | |
| Beach Point Capital Management LP ("Beach Point Capital") - DelawareBeach Point GP LLC ("Beach Point GP") - Delaware | ||
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: | |
| COMMON STOCK, PAR VALUE $0.01 PER SHARE | ||
| ITEM 2(e). | CUSIP NUMBER: | |
| 44044K309 | ||
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
| (a) | [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
| (b) | [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
| (e) | [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
| (f) | [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
| (g) | [X] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
| (h) | [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | [ ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
| (k) | [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: | |
| ITEM 4. | OWNERSHIP: | |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||
| (a) | Amount beneficially owned: | |
| 5,005,396 by each of Beach Point Capital and Beach Point GP (collectively, "Beach Point")**see Note 1**The Common Stock reported as beneficially owned by Beach Point in this Schedule 13G includes (i) 4,631,721 shares of Common Stock held by certain clients of Beach Point (the "Clients") and (ii) 373,675 shares of Common Stock issuable to the Clients who are deemed to be U.S. persons by the Issuer upon exercise of warrants to purchase shares of the Issuer's Common Stock by such Clients. | ||
| (b) | Percent of class: | |
| 12.23% by each of Beach Point Capital and Beach Point GPThe percent of class is based on 40,540,047 shares of Common Stock, par value $0.01 per share of the Issuer outstanding as of January 27, 2015 as reported on the Issuer's definitive proxy statement related to a merger or acquisition filed on Form DEFM14A on January 28, 2015, as calculated pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. | ||
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: | ||
| Beach Point Capital Management LP ("Beach Point Capital") - 0Beach Point GP LLC ("Beach Point GP") - 0 | ||
| (ii) Shared power to vote or to direct the vote: | ||
| Beach Point Capital Management LP ("Beach Point Capital") - 5,005,396 **see Note 1**Beach Point GP LLC ("Beach Point GP") - 5,005,396 **see Note 1** | ||
| (iii) Sole power to dispose or to direct the disposition of: | ||
| Beach Point Capital Management LP ("Beach Point Capital") - 0Beach Point GP LLC ("Beach Point GP") - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of: | ||
| Beach Point Capital Management LP ("Beach Point Capital") - 5,005,396 **see Note 1**Beach Point GP LLC ("Beach Point GP") - 5,005,396 **see Note 1** | ||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. | ||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | |
| While Beach Point Capital and Beach Point GP may each be deemed the beneficial owner of the shares of Common Stock of the Issuer, each of the reporting persons is the beneficial owner of such stock on behalf of the Clients who have the right to receive and the power to direct the receipt of the dividends from, or the proceeds of the sale of, such Common Stock. | ||
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: | |
| See Exhibit I | ||
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: | |
| Not applicable | ||
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: | |
| Not applicable | ||
| ITEM 10. | CERTIFICATION: | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
| February 10, 2015 |
| Date |
| Beach Point Capital Management LP ("Beach Point Capital") |
| /s/ Lawrence M. Goldman |
| Signature |
| Lawrence M. Goldman, Chief Administrative Officer and General Counsel |
| Name/Title |
| Date |
| Beach Point GP LLC ("Beach Point GP") |
| /s/ Lawrence M. Goldman |
| Signature |
| Lawrence M. Goldman, Chief Administrative Officer and General Counsel |
| Name/Title |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).