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^*

Raymond Charles G

(Last)

(First)

(Middle)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2009

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 $0.01 per share	02/25/2009		J⁽¹⁾⁽²⁾		125,000	D	⁽¹⁾⁽²⁾	844,442	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)
Prepaid Variable Share Forward Contract	⁽¹⁾⁽²⁾	02/25/2009⁽¹⁾⁽²⁾		J⁽¹⁾⁽²⁾			125,000⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	02/25/2009	Common Stock	125,000	⁽¹⁾⁽²⁾	0⁽¹⁾⁽²⁾	D

Explanation of Responses:

1. On February 25, 2009 (the "Settlement Date"), the Reporting Person settled one-half of his obligation to deliver 250,000 shares of the issuer's common stock, par value $0.01 ("Common Stock") pursuant to a prepaid variable forward purchase contract (the "PVF Contract") entered into on November 17, 2006 (the "Trade Date") with an unrelated third party (the "Buyer"). The PVF Contract obligated the Reporting Person to deliver up to 250,000 shares of Common Stock in two tranches upon the maturity of the PVF Contract. The first tranche was settled on February 25, 2009. In exchange for pledging or agreeing to deliver 125,000 shares of Common Stock, the Reporting Person received a cash payment of $2,565,044.30 within three business days of the Trade Date. The Reporting Person pledged the Common Stock to secure his obligations under the PVF Contract.

2. (Continuation of Footnote 1) During the term of the PVF Contract, and prior to delivering the pledged Common Stock, the Reporting Person retained voting and dividend rights in the Common Stock. The PVF Contract provided that if the market-price of the issuer's Common Stock was less than or equal to a floor price of $26.104 per share on the Settlement Date, then the Reporting Person was to deliver 125,000 shares of Common Stock to the Buyer. On the Settlement Date, the market-price of the issuer's Common Stock pursuant to the PVF Contract was $3.72. More information with respect to the PVF Contract is set forth on a Form 4 filed by the Reporting Person with the Securities and Exchange Commission on November 21, 2006 and is incorporated herein by reference. The remainder of the PVF Contract will be settled in a second tranche on March 6th, 2009.

Remarks:

	/s/ Robert S. Zuckerman, Attorney-in-Fact	02/27/2009
	** 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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