SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 6)*
 
 
Horizon Global Corporation
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

44052W104
(CUSIP Number of Class of Securities)

Michael O’Donnell, Esq.
Atlas FRM LLC
100 Northfield Street
Greenwich, Connecticut 06830
Telephone: (203) 622-9138
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:
Steven A. Seidman, Esq.
Mark A. Cognetti, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000

December 18, 2019
(Date of Event which Requires Filing of this Schedule)
 
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:
 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
 
 

*
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 
         
 
CUSIP No. 44052W104
 
 
 
 
 
 
Page 2 of 9 Pages
 
 
 
             
1  
 
NAME OF REPORTING PERSON
 
Atlas Capital Resources II LP
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
 
WC
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
 
7  
 
SOLE VOTING POWER
 
0
 
 
8
 
SHARED VOTING POWER
 
2,473,904 (1)
 
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
 
10
 
SHARED DISPOSITIVE POWER
 
2,473,904 (1)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,473,904 (1)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.74%(2)
 
14
 
TYPE OF REPORTING PERSON
 
PN
 
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned of record by such reporting person.
(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 25,387,388 shares of Common Stock outstanding as of November 7, 2019, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2019.


2

         
 
CUSIP No. 44052W104
 
 
 
 
 
 
Page 3 of 9 Pages
 
 
 
             
1  
 
NAME OF REPORTING PERSON
 
Lapetus Capital II LLC
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
 
AF
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
 
7  
 
SOLE VOTING POWER
 
0
 
 
8
 
SHARED VOTING POWER
 
2,473,904 (1)
 
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
 
10
 
SHARED DISPOSITIVE POWER
 
2,473,904 (1)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,473,904 (1)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.74%(2)
 
14
 
TYPE OF REPORTING PERSON
 
OO
 
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned of record by such reporting person.
(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 25,387,388 shares of Common Stock outstanding as of November 7, 2019, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2019.

3

         
 
CUSIP No. 44052W104
 
 
 
 
 
 
Page 4 of 9 Pages
 
 
 
             
1  
 
NAME OF REPORTING PERSON
 
Atlas Capital GP II LP
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
 
N/A
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
 
7  
 
SOLE VOTING POWER
 
0
 
 
8
 
SHARED VOTING POWER
 
2,473,904 (1)
 
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
 
10
 
SHARED DISPOSITIVE POWER
 
2,473,904 (1)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,473,904 (1)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.74%(2)
 
14
 
TYPE OF REPORTING PERSON
 
PN
 
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned of record by such reporting person.
(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 25,387,388 shares of Common Stock outstanding as of November 7, 2019, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2019.


4

         
 
CUSIP No. 44052W104
 
 
 
 
 
 
Page 5 of 9 Pages
 
 
 
             
1  
 
NAME OF REPORTING PERSON
 
Atlas Capital Resources GP II LLC
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
 
N/A
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
 
7  
 
SOLE VOTING POWER
 
0
 
 
8
 
SHARED VOTING POWER
 
2,473,904 (1)
 
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
 
10
 
SHARED DISPOSITIVE POWER
 
2,473,904 (1)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,473,904 (1)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.74%(2)
 
14
 
TYPE OF REPORTING PERSON
 
OO
 
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned of record by such reporting person.
(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 25,387,388 shares of Common Stock outstanding as of November 7, 2019, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2019.

 
5

         
 
CUSIP No. 44052W104
 
 
 
 
 
 
Page 6 of 9 Pages
 
 
 
             
1  
 
NAME OF REPORTING PERSON
 
Andrew M. Bursky
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
 
N/A
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
 
7  
 
SOLE VOTING POWER
 
0
 
 
8
 
SHARED VOTING POWER
 
2,473,904 (1)
 
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
 
10
 
SHARED DISPOSITIVE POWER
 
2,473,904 (1)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,473,904 (1)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.74%(2)
 
14
 
TYPE OF REPORTING PERSON
 
IN
 
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned of record by such reporting person.
(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 25,387,388 shares of Common Stock outstanding as of November 7, 2019, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2019.

6

         
 
CUSIP No. 44052W104
 
 
 
 
 
 
Page 7 of 9 Pages
 
 
 
             
1  
 
NAME OF REPORTING PERSON
 
Timothy J. Fazio
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
 
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS
 
N/A
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
 
7  
 
SOLE VOTING POWER
 
0
 
 
8
 
SHARED VOTING POWER
 
2,473,904 (1)
 
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
 
10
 
SHARED DISPOSITIVE POWER
 
2,473,904 (1)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
2,473,904 (1)
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.74%(2)
 
14
 
TYPE OF REPORTING PERSON
 
IN
 
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned of record by such reporting person.
(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 25,387,388 shares of Common Stock outstanding as of November 7, 2019, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2019.
7

This Amendment No. 6 (“Amendment No. 6”) amends the Schedule 13D filed on November 30, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on December 26, 2018 (“Amendment No. 1”), Amendment No. 2 to the Schedule 13D filed on January 2, 2019 (“Amendment No. 2”) Amendment No. 3 to the Schedule 13D filed on January 22, 2019 (“Amendment No. 3”), Amendment No. 4 to the Schedule 13D filed on March 13, 2019 (“Amendment No. 4”) and Amendment No. 5 to the Schedule 13D filed on April 3, 2019 (“Amendment No. 5” and the Original Schedule 13D, as amended, the “Schedule 13D”), and relates to common shares, par value $0.01 per share (“Common Stock”), of Horizon Global Corporation (the “Issuer”). The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 6. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D.

Item 3.
Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The 2,473,904 shares of Common Stock beneficially owned by the Reporting Persons were acquired in open market transactions. The Reporting Persons expended an aggregate of approximately $10.3 million of their investment capital to acquire the shares of Common Stock reported as beneficially owned by them in this Schedule 13D.
 
Item 5.
Interest in Securities of the Issuer
Items 5 (a) and (b) of the Schedule 13D are hereby amended and restated as follows:
In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 2,473,904 shares of Common Stock, representing 9.74% of the outstanding shares.  This amount includes 2,473,904 shares of Common Stock held directly by Lapetus.
(i) Lapetus has shared voting and dispositive power over 2,473,904 shares of Common Stock held directly by Lapetus, representing 9.74% of the outstanding shares;
(ii) ACR II has shared voting and dispositive power of 2,473,904 shares of Common Stock held directly by Lapetus, representing 9.74% of the outstanding shares;
(iii) AC GP, by virtue of its status as the general partner of ACR II and certain other funds, has shared voting and dispositive power of 2,473,904 shares of Common Stock, representing 9.74% of the outstanding shares;
(iv) ACR GP, by virtue of its status as the general partner of AC GP, has shared voting and dispositive power of 2,473,904 shares of Common Stock, representing 9.74% of the outstanding shares;
(v) each of Messrs. Bursky and Fazio, by virtue of his status as a Managing Partner of ACR GP, has shared voting and dispositive power of 2,473,904 shares of Common Stock, representing 9.74% of the outstanding shares.
Each of the Reporting Persons expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the common stock of the Issuer owned of record by such Reporting Person.
Item 5(c) of the Schedule 13D is hereby supplemented with the following:

8

Set forth on Schedule I hereto is a description of transactions with respect to the Common Stock that have occurred since the filing date of Amendment No. 5.  All such transactions were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions. Except as set forth on Schedule I, none of the persons named in response to paragraph (a) has effected any transaction in the Common Stock since the filing date of Amendment No. 5.

[Signatures on following page]

9

SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
         
Dated: December 20, 2019
 
Lapetus Capital II LLC
     
 
 
By:
 
/s/ Timothy J. Fazio
 
 
Name:
 
Timothy J. Fazio
 
 
Title:
 
Vice President
     
Dated: December 20, 2019
 
Atlas Capital Resources II LP
     
 
 
 
 
By: Atlas Capital GP II LP, its general partner
     
 
 
 
 
By: Atlas Capital Resources GP II LLC, its general partner
     
 
 
By:
 
/s/ Timothy J. Fazio
 
 
Name:
 
Timothy J. Fazio
 
 
Title:
 
Managing Partner
   
Dated: December 20, 2019
 
Atlas Capital GP II LP
 
 
 
 

By: Atlas Capital Resources GP II LLC, its general partner
     
 
 
By:
 
/s/ Timothy J. Fazio
 
 
Name:
 
Timothy J. Fazio
 
 
Title:
 
Managing Partner
 
   
Dated: December 20, 2019
 
Atlas Capital Resources GP II LLC
     
 
 
By:
 
/s/ Timothy J. Fazio
 
 
Name:
 
Timothy J. Fazio
 
 
Title:
 
Managing Partner
         
Dated: December 20, 2019
   
 
/s/ Andrew M. Bursky
       
Andrew M. Bursky
         
Dated: December 20, 2019
   
 
/s/ Timothy J. Fazio
       
Timothy J. Fazio

10

Schedule I
Transactions Since Filing Date of Amendment No. 5

Reporting Person
 
Trade Date
 
Shares Purchased (Sold)
 
 
Price
Lapetus Capital II LLC
 
11/14/2019
   
(50,264)
   
$
3.60141
Lapetus Capital II LLC
 
11/15/2019
   
(21,627)
   
$
3.51682
Lapetus Capital II LLC
 
11/18/2019
   
(13,127)
   
$
3.50543
Lapetus Capital II LLC
 
11/27/2019
   
(30,702)
   
$
3.54334
Lapetus Capital II LLC
 
11/29/2019
   
(2,000)
   
$
3.51005
Lapetus Capital II LLC
 
12/02/2019
   
(55,500)
   
$
3.54586
Lapetus Capital II LLC
 
12/04/2019
   
(10,299)
   
$
3.51087
Lapetus Capital II LLC
 
12/05/2019
   
(4,600)
   
$
3.51348
Lapetus Capital II LLC
 
12/06/2019
   
(6,716)
   
$
3.51559
Lapetus Capital II LLC
 
12/09/2019
   
(7,100)
   
$
3.518210
Lapetus Capital II LLC
 
12/10/2019
   
(18,725)
   
$
3.516211
Lapetus Capital II LLC
 
12/12/2019
   
(1,233)
   
$
3.504512


1 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.89. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
2 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.59. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
3 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.54. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
4 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.70. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
5 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.51. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
6 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.58. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
7 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.56. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
8 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.54. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
9 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.57. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
10 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.54. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
11 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.56. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
12 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.54. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
11

Reporting Person
 
Trade Date
 
Shares Purchased (Sold)
 
 
Price
Lapetus Capital II LLC
 
12/13/2019
   
(600)
   
$
3.500013
Lapetus Capital II LLC
 
12/16/2019
   
(21,100)
   
$
3.500714
Lapetus Capital II LLC
 
12/17/2019
   
(200)
   
$
3.500015
Lapetus Capital II LLC
 
12/18/2019
   
(6,028)
   
$
3.512216
Lapetus Capital II LLC
 
12/19/2019
   
(18,051)
   
$
3.520517

13 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
14 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.52. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
15 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
16 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.53. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
17 The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $3.50 to $3.57. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
12
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