Ryan L. Langdon - Feb 8, 2023 Form 4 Insider Report for Horizon Global Corp (HZN)

Role: Director
Signature: /s/ Paula Reno, Attorney-in-Fact
Stock symbol: HZN
Transactions as of: Feb 8, 2023
Transactions value $: -$456,173
Form type: 4
Date filed: 2/9/2023, 07:59 PM
Previous filing: May 31, 2022

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	-$189K	-108K	-76.43%	$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	-$209K	-835K	-100%	$0.25^*	0	Feb 8, 2023	Common Stock	835K	$1.50	See Footnote	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ryan L. Langdon 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	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.
F3	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.
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.