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

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 08 Feb 2023
Net transaction value: -$456,173
SEC form: 4
Accepted by SEC: 09 Feb 2023, 19:59:22 UTC
Prior SEC filing: 31 May 2022
Source filing: View source filing
Reporting owner signature: /s/ Paula Reno, Attorney-in-Fact

Key filing fact

Ryan L. Langdon filed Form 4 for Horizon Global Corp on 09 Feb 2023.

Key facts

This page summarizes Ryan L. Langdon's Form 4 filing for Horizon Global Corp.
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 09 Feb 2023, 19:59.

Change

Previous filing in this sequence was filed on 31 May 2022.
Current net transaction value: -$456,173.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

HZN transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $189,128
Shares: -108,073
Change %: -76%
Price: $1.75
Shares after: 33,333
Date: 08 Feb 2023
Ownership: See Footnote
Footnotes: F1, F2

HZN transaction

Common Stock

Disposed to Issuer

Transaction value: $58,333
Shares: -33,333
Change %: -100%
Price: $1.75
Shares after: 0
Date: 08 Feb 2023
Ownership: See Footnote
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

HZN transaction Derivative

Warrants To Purchase Common Stock

Disposed to Issuer

Transaction value: $208,712
Shares: -834,849
Change %: -100%
Price: $0.2500^*
Shares after: 0
Date: 08 Feb 2023
Ownership: See Footnote
Underlying class: Common Stock
Underlying amount: 834,849
Exercise price: $1.50
Footnotes: F2, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Ryan L. Langdon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.