FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Horizon Lines, Inc. [ HRZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $.01 per share | 06/13/2006 | S | 686,341 | D | $14 | 6,949,554 | I | See Footnote(1)(2) | ||
Common Stock, par value $.01 per share | 06/13/2006 | S | 562 | D | $14 | 5,688 | I | See Footnote(3)(4) | ||
Common Stock, par value $.01 per share | 06/13/2006 | S | 4,446 | D | $14 | 45,015 | I | See Footnote(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. These shares of Common Stock, par value $.01 per share ("Common Stock"), of the Issuer consist of (i) 6,205,581 shares held by Castle Harlan Partners IV, L.P. ("CHP IV"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of Castle Harlan Partners IV, G.P., Inc., which is the general partner of the general partner of CHP IV, and (ii) 743,973 shares in the aggregate held by Castle Harlan Affiliates IV-QP, L.P., Castle Harlan Affiliates IV-AI, L.P., Frogmore Affiliates IV, L.P. and Castle Harlan Offshore Partners IV, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is controlling stockholder of the general partnerships of such limited partnerships. |
2. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of these shares to the extent such ownership exceeds the Reporting Person's pecuniary interest therein. |
3. These shares of Common Stock of the Issuer consist of (i) 5,688 shares of Common Stock held by the Reporting Person as Voting Trustee pursuant to an Amended and Restated Voting Trust Agreement dated as of October 15, 2004 (the "Voting Trust Agreement"), among the Issuer, the Reporting Person, as Voting Trustee, and the other parties thereto, in trust for Castle Harlan, Inc. ("CHI"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of CHI and (ii) 45,015 shares held by the Reporting Person as Voting Trustee pursuant to the Voting Trust Agreement in trust for Branford Castle Holdings IV, Inc. ("BCH"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of BCH. |
4. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of these shares to the extent such ownership exceeds the Reporting Person's pecuniary interest therein. |
/s/ John K. Castle | 06/15/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |