Atlas Capital Resources GP II Form 4 Horizon Global / Timothy J Fazio 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

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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^*

Atlas Capital Resources II LP

(Last) (First) (Middle)

100 NORTHFIELD STREET

(Street)

GREENWICH CT 06830

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2019

4. 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 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, par value $0.01 per share	12/09/2019		S		7,100	D	$3.5182(1)	2,539,841	I	See footnotes(3)(4)
Common Stock, par value $0.01 per share	12/10/2019		S		18,725	D	$3.5162(2)	2,521,116	I	See footnotes(3)(4)

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

1. Name and Address of Reporting Person^*

Atlas Capital Resources II LP

(Last) (First) (Middle)

100 NORTHFIELD STREET

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lapetus Capital II LLC

(Last) (First) (Middle)

100 NORTHFIELD STREET

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Capital GP II LP

(Last) (First) (Middle)

100 NORTHFIELD STREET

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Capital Resources GP II LLC

(Last) (First) (Middle)

100 NORTHFIELD STREET

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BURSKY ANDREW M

(Last) (First) (Middle)

100 NORTHFIELD STREET

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fazio Timothy J

(Last) (First) (Middle)

100 NORTHFIELD STREET

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.50 to $3.54.The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.50 to $3.56.The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.

3. Lapetus Capital II LLC, a Delaware limited liability company ("Lapetus") is the direct beneficial owner of 2,521,116 shares of Common Stock of the Issuer. Atlas Capital Resources II LP, a Delaware limited partnership ("ACR II"), is the majority and controlling member of Lapetus. Atlas Capital GP II LP, a Delaware limited partnership ("AC GP"), is the general partner of ACR II. Atlas Capital Resources GP II LLC, a Delaware limited liability company ("ACR GP"), is the general partner of AC GP. Lapetus, ACR II, AC GP and ACR GP are collectively referred to as the "Atlas Entities." Andrew M. Bursky and Timothy J. Fazio are each a Managing Partner of ACR GP, and may be deemed to control the Atlas Entities. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of the Atlas Entities, Mr. Bursky and Mr. Fazio may be deemed to have an indirect pecuniary interest in the shares of the Common Stock that are directly held by Lapetus.

4. In accordance with Instruction 4(b)(iv), the entire amount of the shares of Common Stock that is owned by Lapetus is reported herein. Each of Mr. Bursky, Mr. Fazio, ACR II GP, AC GP and ACR GP disclaims beneficial ownership interest of the Common Stock except, in each case, to the extent it or he has any indirect pecuniary interest therein.

Remarks:

Exhibit List ------------ Exhibit 99.1 - Joint Filers' Names and Addresses; Exhibit 99.2 - Joint Filers' Signatures

	ATLAS CAPITAL RESOURCES II LP, By: Atlas Capital GP II LP, its general partner, By: Atlas Capital Resources GP II LLC, its general partner, /s/ Timothy J. Fazio	12/11/2019
	** Signature of Reporting Person	Date
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