0001637655-23-000024.txt : 20230209 0001637655-23-000024.hdr.sgml : 20230209 20230209205922 ACCESSION NUMBER: 0001637655-23-000024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230208 FILED AS OF DATE: 20230209 DATE AS OF CHANGE: 20230209 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: 23608216 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_167599434691692.xml FORM 4 X0306 4 2023-02-08 1 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 Common Stock 2023-02-08 4 U 0 108073 1.75 D 33333 I See Footnote Common Stock 2023-02-08 4 D 0 33333 1.75 D 0 I See Footnote Warrants To Purchase Common Stock 1.5 2023-02-08 4 D 0 834849 0.25 D 2019-03-15 2024-03-15 Common Stock 834849.0 0 I See Footnote Pursuant to the Agreement and Plan of Merger, dated December 30, 2022, by and among First Brands Group, LLC, PHX Merger Sub, Inc. ("Merger Sub") and the Issuer (the "Merger Agreement") by which Merger Sub merged with and into Issuer, with Issuer continuing as the surviving corporation (the "Merger"), shares of Issuer Common Stock were tendered by the Insider, and outstanding restricted stock units ("RSUs") were canceled, for the per-unit or per-share purchase price of $1.75. 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. The amounts include shares of the Issuer's Common Stock underlying warrants held by Newport that were subject to limitations on the right to exercise. Pursuant to the Agreement and Plan of Merger, dated December 30, 2022, by and among First Brands Group, LLC, PHX Merger Sub, Inc. ("Merger Sub") and the Issuer (the "Merger Agreement") by which Merger Sub merged with and into Issuer, with Issuer continuing as the surviving corporation (the "Merger"), the warrants were deemed automatically exercised and canceled for the aggregate price of the per-warrant purchase price of $1.75 minus the per-warrant exercise price of $1.50 times the number of warrants. /s/ Paula Reno, Attorney-in-Fact 2023-02-09