Horizon Global (HZN) Form 4 Horizon Global / Ryan L Langdon ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Langdon Ryan L

(Last) (First) (Middle)

C/O HORIZON GLOBAL CORPORATION

47912 HALYARD DRIVE, STE. 100

(Street)

PLYMOUTH MI 48170

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Horizon Global Corp [ HZN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/08/2023		U		108,073	D	$1.75(1)	33,333	I	See Footnote(2)
Common Stock	02/08/2023		D		33,333	D	$1.75(1)	0	I	See Footnote(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Warrants To Purchase Common Stock	$1.5	02/08/2023		D			834,849(3)	03/15/2019	03/15/2024	Common Stock	834,849	$0.25(4)	0	I	See Footnote(2)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated December 30, 2022, by and among First Brands Group, LLC, PHX Merger Sub, Inc. ("Merger Sub") and the Issuer (the "Merger Agreement") by which Merger Sub merged with and into Issuer, with Issuer continuing as the surviving corporation (the "Merger"), shares of Issuer Common Stock were tendered by the Insider, and outstanding restricted stock units ("RSUs") were canceled, for the per-unit or per-share purchase price of $1.75.

2. Newport Global Advisors LP ("Newport") manages accounts of certain funds and insurance companies that hold the securities of the Issuer. As a member of the Investment Committee of Newport, the Reporting Person may be deemed to have beneficial ownership of such securities. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein.

3. The amounts include shares of the Issuer's Common Stock underlying warrants held by Newport that were subject to limitations on the right to exercise.

4. Pursuant to the Agreement and Plan of Merger, dated December 30, 2022, by and among First Brands Group, LLC, PHX Merger Sub, Inc. ("Merger Sub") and the Issuer (the "Merger Agreement") by which Merger Sub merged with and into Issuer, with Issuer continuing as the surviving corporation (the "Merger"), the warrants were deemed automatically exercised and canceled for the aggregate price of the per-warrant purchase price of $1.75 minus the per-warrant exercise price of $1.50 times the number of warrants.

Remarks:

	/s/ Paula Reno, Attorney-in-Fact	02/09/2023
	** 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 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).
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.