4//SEC Filing
Langdon Ryan L 4
Accession 0001637655-23-000024
CIK 0001637655other
Filed
Feb 8, 7:00 PM ET
Accepted
Feb 9, 8:59 PM ET
Size
10.2 KB
Accession
0001637655-23-000024
Insider Transaction Report
Form 4
Langdon Ryan L
Director
Transactions
- Disposition to Issuer
Warrants To Purchase Common Stock
2023-02-08$0.25/sh−834,849$208,712→ 0 total(indirect: See Footnote)Exercise: $1.50From: 2019-03-15Exp: 2024-03-15→ Common Stock (834,849 underlying) - Disposition to Issuer
Common Stock
2023-02-08$1.75/sh−33,333$58,333→ 0 total(indirect: See Footnote) - Disposition from Tender
Common Stock
2023-02-08$1.75/sh−108,073$189,128→ 33,333 total(indirect: See Footnote)
Footnotes (4)
- [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.
Documents
Issuer
Horizon Global Corp
CIK 0001637655
Entity typeother
Related Parties
1- filerCIK 0001356145
Filing Metadata
- Form type
- 4
- Filed
- Feb 8, 7:00 PM ET
- Accepted
- Feb 9, 8:59 PM ET
- Size
- 10.2 KB