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