SEC FORM 4

SEC Form 4

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^*

ELLIOTT ASSOCIATES LP

(Last)

(First)

(Middle)

712 5TH AVE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HORIZON OFFSHORE INC [ HOFF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/12/2005		C		48,939,260	A	⁽¹⁾	63,247,032	D⁽²⁾
Common Stock	12/12/2005		C		83,202,416	A	⁽¹⁾	146,449,448	I	See⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Mandatorily Convertible Redeemable Preferred Stock	⁽¹⁾	12/12/2005		C			88,316	⁽³⁾	03/31/2011	Common Stock	48,939,260	⁽⁴⁾	0	D⁽²⁾
Series B Mandatorily Convertible Redeemable Preferred Stock	⁽¹⁾	12/12/2005		C			150,147	⁽³⁾	03/31/2011	Common Stock	83,202,416	⁽⁴⁾	0	I	See⁽²⁾

Explanation of Responses:

1. The Conversion Price of the Series B Mandatorily Convertible Redeemable Preferred Stock ("Preferred Stock") may be calculated by dividing the Liquidation Preference of the Preferred Stock by its Conversion Ratio. Pursuant to the Certificate of Designations of the Preferred Stock filed with the Issuer's 8K on April 5, 2005, the Liquidation Preference is $40 per share, and the Conversion Ratio is (X - (60,000,000 plus Y)) / 1,000,000. Y equals the number of fully diluted shares of common stock on March 31, 2005. X equals: Y divided by .05.

2. Elliott Associates, L.P. ("Elliott Associates"), directly owns 54,238,206 shares of Common Stock after converting 88,316 shares of Preferred Stock, and owns an additional 92,211,242 shares of Common Stock indirectly through its wholly owned subsidiary, Manchester Securities Corp. ("Manchester"), after converting the 150,147 shares of Preferred Stock owned by Manchester.

3. The Preferred Stock automatically converted into shares of common stock on the later of the six month and one day anniversary of the original issuance of the Preferred Stock or upon the approval by the Issuer's stockholders of an amendment of the Issuer's Certificate of Incorporation, which was December 12, 2005.

4. The Preferred Stock was issued to Elliott Associates, Manchester and others in exchange for an aggregate of approximately $85 million in Subordinated Notes and all of the outstanding shares of Series A Redeemable Participating Preferred Stock.

	Elliot Greenberg, VP of Braxton Associates, Inc., as GP of Elliott Capital Advisors, L.P., as GP of Elliott Associates, L.P.	12/14/2005
	** 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).
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