SEC Form 4 · accession 0001209191-15-048041
Horizon Lines, Inc. · HRZL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William A Hamlin
Officer — See Remarks
Period of report
May 29, 2015
Accepted (ET)
May 29, 2015 · 5:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001302707
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 29, 2015 | U | 2,250 | $0.72 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F2 | — | May 29, 2015 | U | 550,000 | D | — | — | Common Stock | 550,000 | 0 | D |
Explanation of responses
- F1Each restricted stock unit entitles the executive to receive a cash payment equal to the Fair Market Value of a share of Horizon Lines, Inc. Common Stock.
- F2Pursuant to that certain Agreement and Plan of Merger, dated as of November 11, 2014, as amended by Amendment No. 1, dated as of February 13, 2015 (as amended, the "Merger Agreement"), by and among Matson Navigation Company, Inc. ("Matson"), Hogan Acquisition, Inc., a wholly owned subsidiary of Matson ("Merger Sub") and the Issuer, the Issuer merged with and into Merger Sub, with the Issuer continuing as the surviving corporation (the "Merger") on May 29, 2015. Pursuant to the terms of the Merger Agreement, each restricted stock unit was converted into a vested right to receive cash in an amount equal to $0.72.
Remarks
Executive Vice President and Chief Operating Officer