SEC FORM 4

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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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^*

Taylor Brian W

(Last)

(First)

(Middle)

C/O HORIZON LINES, INC.

4064 COLONY ROAD, SUITE 200

(Street)

CHARLOTTE

28211

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & General Mgr, Hawaii/Guam

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	09/26/2005		M		124,639	A	$0.35	299,608	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock, par value $.01 per share	09/26/2005		F⁽³⁾		17,448	D	$10	282,160	I	See Footnotes⁽¹⁾⁽²⁾
Series A Redeemable Preferred Stock, par value $.01 per shr	09/26/2005		M		82,330	A	$10	82,330	I	See Footnotes⁽¹⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equity Incentive Plan Options (right to buy)	$10	09/27/2005		A		37,800		09/27/2008	09/27/2015	Common Stock, par value $.01 per share	37,800	$10	37,800	D⁽⁴⁾
Equity Incentive Plan Options (right to buy)	$10	09/27/2005		A		4,375		09/27/2006	09/27/2015	Common Stock, par value $.01 per share	4,375	$10	4,375	D⁽⁴⁾
Employee Stock Option (right to buy)⁽⁵⁾	$100	09/26/2005		M			124,639	⁽⁶⁾	06/30/2013	Common Stock, par value $.01 per share	0	$100	0	D
Employee Stock Option (right to buy)⁽⁵⁾	$100	09/26/2005		M			82,330	⁽⁶⁾	06/30/2013	Series A Redeemable Preferred Stock, par value $.01 per shr	0	$100	0	D

Explanation of Responses:

1. These shares are held of record by John K. Castle, as Voting Trustee pursuant to the Amended and Restated Voting Trust Agreement dated as of October 15, 2004 (the "Voting Trust Agreement"), among the Issuer, Mr. Castle, as Voting Trustee, the Reporting Person and the other parties thereto, in trust for the Reporting Person.

2. These shares are subject to (i) the Voting Trust Agreement, whereby the Reporting Person has agreed that Mr. Castle shall act as Voting Trustee for all shares of the capital stock of the Issuer beneficially owned by the Reporting Person and (ii) an Amended and Restated Stockholders Agreement dated as of September 20, 2005 (the "Stockholders Agreement"), among the Issuer, Castle Harlan Partners IV, L.P. ("CHP IV"), the Reporting Person and the other parties thereto, pursuant to which CHP IV may require the disposition of shares of capital stock of the Issuer held by the Reporting Person under certain circumstances.

3. These shares were acquired by the Reporting Person in the transactions on September 26, 2005 described in Note (5) below and immediately surrendered by the Reporting Person to the Issuer in payment in full of the exercise price for the HLHC Options (as defined below) that were exercised in full on such date.

4. The shares of Common Stock of the Issuer acquired upon the exercise of these options will be subject to the Voting Trust Agreement and the Stockholders Agreement.

5. The Reporting Person exercised in full on September 26, 2005 the remaining portion of the options ("HLHC Options") granted to the Reporting Person by Horizon Lines Holding Corp. ("HLHC"), an indirect subsidiary of the Issuer, prior to July, 2004. Upon the exercise of these options, the Reporting Person received 1,744.78 shares of common stock of HLHC and immediately exchanged such shares with the Issuer for 124,639 shares of Common Stock of the Issuer and 82,330 shares of Series A Redeemable Preferred Stock of the Issuer pursuant to the Amended and Restated Put/Call Agreement dated as of September 20, 2005 (the "Put/Call Agreement"), among the Issuer, the Reporting Person and the other parties thereto.

6. The HLHC Options are immediately exercisable.

	/s/ Brian W. Taylor	09/28/2005
	** 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 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).
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