Ryan L. Langdon - 08 Feb 2023 Form 4 Insider Report for Horizon Global Corp

Role
Director
Signature
/s/ Paula Reno, Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
08 Feb 2023
Net transactions value
-$456,173
Form type
4
Filing time
09 Feb 2023, 19:59:22 UTC
Previous filing
31 May 2022
SEC
View on sec.gov

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 $189,128 -108,073 -76% $1.75 33,333 08 Feb 2023 See Footnote F1, F2
transaction HZN Common Stock Disposed to Issuer $58,333 -33,333 -100% $1.75 0 08 Feb 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 $208,712 -834,849 -100% $0.2500* 0 08 Feb 2023 Common Stock 834,849 $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.