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^*

Keenan John V

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Horizon Lines, LLC

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2009

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	03/18/2009		J⁽¹⁾⁽²⁾		138,602	D	⁽¹⁾⁽²⁾	347,119	D
Common Stock, par value $0.01 per share	03/18/2009		A		25,000⁽³⁾	A	$0.00	372,119	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⁾	03/18/2009		J⁽¹⁾⁽²⁾			138,602	⁽¹⁾⁽²⁾	03/18/2009	Common Stock	138,602	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. On March 18, 2009 (the "Settlement Date"), the Reporting Person settled his obligation to deliver 138,602 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 March 14, 2007 (the "Trade Date") with an unrelated third party (the "Buyer"). The PVF Contract obligated the Reporting Person to deliver up to 138,602 shares of Common Stock upon the maturity of the PVF Contract. In exchange for pledging or agreeing to deliver 138,602 shares, the Reporting Person received a cash payment of $3,428,327.46 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 $30.1831 per share on the Settlement Date, then the Reporting Person was to deliver 138,602 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 $3.38. 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 March 16, 2007 and is incorporated herein by reference.

3. Award of restricted shares of common stock pursuant to the issuer's Amended and Restated Equity Incentive Plan. 100% of these shares will vest and become freely transferable on March 18, 2012.

Remarks:

	Robert S. Zuckerman, Attorney-in-Fact	03/18/2009
	** 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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