SEC FORM 3

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

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1. Name and Address of Reporting Person^*

Castle John K

(Last)

(First)

(Middle)

C/O CASTLE HARLAN, INC.

150 EAST 58TH STREET

(Street)

NEW YORK

10155

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2005

3. Issuer Name and Ticker or Trading Symbol
Horizon Lines, Inc. [ HRZ ]

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

X	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)

X	Form filed by One Reporting Person
	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)
Common Stock, par value $.01 per share	12,179,020	I	See Note⁽¹⁾⁽²⁾
Series A Redeemable Preferred Stock, par value $.01 per shr	4,253,003	I	See Note⁽³⁾⁽⁴⁾
Common Stock, par value $.01 per share	9,969	D⁽⁵⁾⁽⁶⁾
Common Stock, par value $.01 per share	78,889	D⁽⁵⁾⁽⁶⁾
Series A Redeemable Stock, par value $.01 per share	3,484	D⁽⁷⁾⁽⁸⁾
Series A Redeemable Preferred Stock, par value $.01 per shr	27,548	D⁽⁷⁾⁽⁸⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. These shares of Common Stock, par value $.01 per share, of the Issuer consist of (i) 10,875,214 shares held by Castle Harlan Partners IV, L.P. ("CHP IV"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of Castle Harlan Partners IV, G.P., Inc., which is the general partner of the general partner of CHP IV, and (ii) 1,303,806 shares in the aggregate held by Castle Harlan Affiliates IV-QP, L.P., Castle Harlan Affiliates IV-AI, L.P., Frogmore Affiliates IV, L.P. and Castle Harlan Partners Offshore Partners IV, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is controlling stockholder of the general partnerships of such limited partnerships.

2. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of these shares to the extent such ownership exceeds the Reporting Person's pecuniary interest therein.

3. These shares of Series A Redeemable Preferred Stock, par value $.01 per share, of the Issuer consist of (i) 3,797,700 shares held by Castle Harlan Partners IV, L.P. ("CHP IV"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of Castle Harlan Partners IV, G.P., Inc., which is the general partner of the general partner of CHP IV, and (ii) 455,303 shares in the aggregate held by Castle Harlan Affiliates IV-QP, L.P., Castle Harlan Affiliates IV-AI, L.P., Frogmore Affiliates IV, L.P. and Castle Harlan Partners Offshore Partners IV, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is controlling stockholder of the general partnerships of such limited partnerships.

4. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of these shares to the extent such ownership exceeds the Reporting Person's pecuniary interest therein.

5. These shares of Common Stock, par value $.01 per share ("Common Stock"), of the Issuer consist of (i) 9,969 shares of Common Stock held by the Reporting Person as Voting Trustee pursuant to an Amended and Restated Voting Trust Agreement dated as of October 15, 2004 (the "Voting Trust Agreement"), among the Issuer, the Reporting Person, as Voting Trustee, and the other parties thereto, in trust for Castle Harlan, Inc. ("CHI"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of CHI and (ii) 78,889 shares held by the Reporting Person as Voting Trustee pursuant to the Voting Trust Agreement in trust for Branford Castle Holdings IV, Inc. ("BCH"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of BCH.

6. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of these shares to the extent such ownership exceeds the Reporting Person's pecuniary interest therein.

7. These shares of Series A Redeemable Preferred Stock, par value $.01 per share ("Preferred Stock"), of the Issuer consist of (i) 3,484 shares of Preferred Stock held by the Reporting Person as Voting Trustee pursuant to an Amended and Restated Voting Trust Agreement dated as of October 15, 2004 (the "Voting Trust Agreement"), among the Issuer, the Reporting Person, as Voting Trustee, and the other parties thereto, in trust for Castle Harlan, Inc. ("CHI"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of CHI and (ii) 27,548 shares held by the Reporting Person as Voting Trustee pursuant to the Voting Trust Agreement in trust for Branford Castle Holdings IV, Inc. ("BCH"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of BCH.

8. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of these shares to the extent such ownership exceeds the Reporting Person's pecuniary interest therein.

	/s/ John K. Castle	09/21/2005
	** 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.