0001637655-20-000111.txt : 20201124 0001637655-20-000111.hdr.sgml : 20201124 20201124181401 ACCESSION NUMBER: 0001637655-20-000111 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201120 FILED AS OF DATE: 20201124 DATE AS OF CHANGE: 20201124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Langdon Ryan L CENTRAL INDEX KEY: 0001356145 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37427 FILM NUMBER: 201345873 MAIL ADDRESS: STREET 1: 1901 N ROSELLE RD., SUITE 500 CITY: SCHAUMBURG STATE: IL ZIP: 60195 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Global Corp CENTRAL INDEX KEY: 0001637655 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 473574483 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 47912 HALYARD DRIVE STREET 2: SUITE 100 CITY: PLYMOUTH STATE: MI ZIP: 48170 BUSINESS PHONE: 7346563000 MAIL ADDRESS: STREET 1: 47912 HALYARD DRIVE STREET 2: SUITE 100 CITY: PLYMOUTH STATE: MI ZIP: 48170 4 1 wf-form4_160625962719863.xml FORM 4 X0306 4 2020-11-20 0 0001637655 Horizon Global Corp HZN 0001356145 Langdon Ryan L C/O HORIZON GLOBAL CORPORATION 47912 HALYARD DRIVE, STE. 100 PLYMOUTH MI 48170 1 0 0 0 2.75% Convertible Senior Notes due 2022 2020-11-20 4 P 0 7665000 6637304 A Common Stock 35875000 I See Footnote The 2.75% Convertible Senior Notes due 2022 (the "Notes") are convertible at any time on or after January 1, 2022. Additionally, the Notes are convertible at any time prior to the close of business on the business day immediately preceding January 1, 2022 under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2017 (and only during such calendar quarter), if the last reported sale price of the Issuer's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Issuer's common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. The conversion rate for the Notes is initially 40.0400 shares of common stock of the Issuer per $1,000 principal amount of Notes (equivalent to an initial conversion price of $24.98 per share of Issuer common stock), subject to adjustment, pursuant to the terms of the Notes. Newport Global Advisors LP ("Newport") manages accounts of certain funds and insurance companies that hold the securities of the Issuer. As a member of the Investment Committee of Newport, the Reporting Person may be deemed to have beneficial ownership of such securities. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein. /s/ Paula Reno, Attorney-in-Fact 2020-11-24