Corre Partners Management, LLC - Feb 8, 2023 Form 4 Insider Report for Horizon Global Corp (HZN)

Role
Director, Other*
Signature
/s/ Paula Reno, Attorney-in-Fact
Stock symbol
HZN
Transactions as of
Feb 8, 2023
Transactions value $
-$5,385,357
Form type
4
Date filed
2/9/2023, 07:59 PM
Previous filing
Jul 6, 2022
Next filing
Apr 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HZN Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$4.27M -2.44M -98.65% $1.75 33.3K Feb 8, 2023 See Footnote F1, F2
transaction HZN Common Stock Disposed to Issuer -$58.3K -33.3K -100% $1.75 0 Feb 8, 2023 See Footnote F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HZN Warrants To Purchase Common Stock Disposed to Issuer -$1.05M -4.21M -100% $0.25* 0 Feb 8, 2023 Common Stock 4.21M $1.50 See Footnote F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Corre Partners Management, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 The reported securities are directly owned by clients of Corre Partners Management, LLC ("Corre"). The securities may be deemed to be beneficially owned by Corre because Corre serves as the investment manager to each such client. Corre disclaims any beneficial ownership of any and all of the Issuer's securities reported herein in excess of its actual pecuniary interest.
F3 The amounts include shares of the Issuer's Common Stock underlying warrants held by Corre that were subject to limitations on the right to exercise.
F4 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.

Remarks:

Corre may be deemed to be a director by deputization for purposes of Section 16 under the Securities and Exchange Act of 1934 by virtue of the fact that John Barrett, Managing Partner of Corre, served on the board of directors of the Issuer.