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

OMB APPROVAL

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

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^*

Castle John K

(Last)

(First)

(Middle)

C/O CASTLE HARLAN, INC.

150 EAST 58TH STREET

(Street)

NEW YORK

10155

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2006

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	11/15/2006		S		1,867,772	D	$25.5	269,352	I	See Footnote⁽¹⁾
Common Stock, par value $.01 per share	11/15/2006		J		269,352	D	⁽²⁾	0⁽²⁾	I	See Footnote⁽²⁾
Common Stock, par value $.01 per share	11/15/2006		J		13,832	D	⁽³⁾	0⁽³⁾	I	See Footnote⁽³⁾
Common Stock, par value $.01 per share	11/15/2006		J		141,799	A	⁽⁴⁾	141,799⁽⁴⁾	D

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)

Explanation of Responses:

1. The Reporting Person is (i) the controlling stockholder of the general partner of, or the general partner of the general partner of, Castle Harlan Partners IV, L.P., Castle Harlan Affiliates IV-QP, L.P., Castle Harlan Affiliates IV-AI, L.P., Frogmore Affiliates IV, L.P. and Castle Harlan Offshore Partners IV, L.P. (the "CHP IV Funds"), and (ii) the controlling stockholder of Castle Harlan, Inc. ("CHI"). The Reporting Person has been attributed with beneficial ownership of shares of Common Stock of the Issuer held by the CHP IV Funds and CHI, and disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.

2. The CHP IV Funds distributed all 269,352 shares of the Issuer's Common Stock held by them to one or more of their partners on November 15, 2006.

3. Branford Castle Holdings IV, Inc. ("BCH"), of which the Reporting Person is the controlling stockholder, distributed 13,832 to the Reporting Person on November 15, 2006.

4. The Reporting Person received 127,967 shares from either (i) the CHP IV Funds in the distribution described in Footnote 2 or (ii) direct or indirect partners of the CHP IV Funds, which partners received such shares in the distribution described in Footnote 2 or subsequent related transactions. In addition, the Reporting Person received 13,832 shares in the distribution described in Footnote 3.

	/s/ John K. Castle	11/17/2006
	** 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.