Check the Appropriate Box to Designate
the Rule Pursuant to Which this Schedule Is Filed:
*The remainder of this cover page shall
be filled out for a reporting person’s 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 (“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
|
1
|
NAME OF REPORTING PERSONS
APSC Holdco II, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
3,905,486*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
3,905,486*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,905,486*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%*
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
* The information
set forth on this cover page reflects information as of February 2, 2021. The warrants are subject to a 9.9% beneficial ownership
blocker (the “Blocker”) and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8)
and (9) show the number of shares of Common Stock (as defined herein) that would be issuable upon the exercise in full of the
warrants and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by
such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and
(9). See Item 4.
CUSIP NO.
|
44052W104
|
|
Page 3
|
1
|
NAME OF REPORTING PERSONS
Atlantic Park Strategic Capital Parallel Master
Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
3,905,486*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
3,905,486*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,905,486*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%*
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
* The information
set forth on this cover page reflects information as of February 2, 2021. The warrants are subject to the Blocker and the percentage
set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock (as
defined herein) that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker. Therefore,
the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is
less than the number of securities reported in rows (6), (8) and (9). See Item 4.
CUSIP NO.
|
44052W104
|
|
Page 4
|
1
|
NAME OF REPORTING PERSONS
Iron Park Capital Partners, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
3,905,486*
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
3,905,486*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,905,486*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%*
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
* The information
set forth on this cover page reflects information as of February 2, 2021. The warrants are subject to the Blocker and the percentage
set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock (as
defined herein) that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker. Therefore,
the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is
less than the number of securities reported in rows (6), (8) and (9). See Item 4.
Horizon Global Corporation (the
“Issuer”)
Item 1(b)
|
Address of the Issuer’s Principal Executive Offices
|
47912 Halyard Drive, Suite 100,
Plymouth, Michigan 48170
Item 2(a)
|
Names of Persons Filing
|
This statement is filed by the entities
and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
|
(i)
|
APSC Holdco II, L.P. (“APSC Holdco II”)
|
|
(ii)
|
Atlantic Park Strategic Capital Parallel Master Fund,
L.P. (“Atlantic Park”)
|
|
(iii)
|
Iron Park Capital Partners, LP (“Iron Park”)
|
Item 2(b)
|
Address of the Principal Business Office, or if none, Residence
|
c/o Iron Park Capital Partners
527 Madison Avenue
25th Floor
New York, NY 10022
See responses to Item 4 on each
cover page.
Item 2(d)
|
Title of Class of Securities
|
Common Stock, $0.01 par value per
share (“Common Stock”).
44052W104
Item 3
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not Applicable
|
(a)
|
Amount beneficially owned:
|
APSC Holdco II directly
holds warrants to purchase 3,905,486 shares of Common Stock (the “Shares”), representing 9.9% of the Issuer’s
Common Stock, based on 26,219,232 shares of Common Stock outstanding as of November 2, 2020, as reported by the Issuer in its
10-Q filed with the U.S. Securities and Exchange Commission on November 5, 2020 and assumes the exercise of the warrants held
by the Reporting Persons and subject to the Blocker.
Atlantic Park is the
sole beneficial owner of APSC Holdco II. Pursuant to an Investment Management Agreement, dated July 6, 2020, Atlantic Park and
certain of its affiliates have delegated their voting and dispositive power over their direct and indirect investments (including
the Shares) to Iron Park and GASC APF, L.P. (“GASC APF”) and appointed each of them to jointly act as investment advisers.
GASC APF will file
a separate Schedule 13G.
By
virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own 3,905,486 shares of
Common Stock.
See responses to Item 11 on each
cover page.
|
(c)
|
Number of shares as to which the Reporting Person
has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See responses to Item 5 on each
cover page.
|
(ii)
|
Shared power to vote or to direct the vote:
|
See responses to Item 6 on each
cover page.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See responses to Item 7 on each
cover page.
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
See responses to Item 8 on each
cover page.
Item 5
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed
to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent
of the class of securities, check the following ☐.
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not Applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable
Item 8
|
Identification and Classification of Members of the Group
|
Not Applicable
Item 9
|
Notice of Dissolution of Group
|
Not Applicable
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2021
|
APSC HOLDCO II, L.P.
|
|
|
|
By:
|
/s/ George Fan
|
|
Name: George Fan
|
|
Title: Authorized Signatory
|
|
|
|
ATLANTIC PARK STRATEGIC
|
|
CAPITAL PARALLEL MASTER FUND, L.P.
|
|
|
|
By: Atlantic Park Strategic Capital
|
|
Fund GP, L.P., its general partner
|
|
|
|
By: Atlantic Park UGP, LLC, its general partner
|
|
|
|
By:
|
/s/ George Fan
|
|
Name: George Fan
|
|
Title: Authorized Signatory
|
|
|
|
IRON PARK CAPITAL PARTNERS, LP
|
|
|
|
By: Iron Park Capital Partners, LLC, its general partner
|
|
|
|
By:
|
/s/ George Fan
|
|
Name: George Fan
|
|
Title: Authorized Signatory
|
EXHIBIT
LIST
Exhibit A
|
Joint Filing Agreement, dated as of February 12, 2021
|
Exhibit B
|
Power of Attorney, dated as of February 12, 2021
|
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and
among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with
respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.30 per share, of Horizon Global
Corporation (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the
persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
Date: February 12, 2021
|
APSC HOLDCO II, L.P.
|
|
|
|
By:
|
/s/ George Fan
|
|
Name: George Fan
|
|
Title: Authorized Signatory
|
|
|
|
ATLANTIC PARK STRATEGIC
|
|
CAPITAL PARALLEL MASTER FUND, L.P.
|
|
|
|
By: Atlantic Park Strategic Capital
|
|
|
|
Fund GP, L.P., its general partner
|
|
By: Atlantic Park UGP, LLC, its general partner
|
|
|
|
By:
|
/s/ George Fan
|
|
Name: George Fan
|
|
Title: Authorized Signatory
|
|
|
|
IRON PARK CAPITAL PARTNERS, LP
|
|
|
|
By: Iron Park Capital Partners, LLC, its general partner
|
|
|
|
By:
|
/s/ George Fan
|
|
Name: George Fan
|
|
Title: Authorized Signatory
|
EXHIBIT B
POWER OF ATTORNEY
Know all by these presents that each of
the undersigned, does hereby make, constitute and appoint George Fan as a true and lawful attorney-in-fact of such undersigned
with full powers of substitution and revocation, for and in the name, place and stead of such undersigned (in such undersigned’s
individual capacity), to execute and deliver such forms that such undersigned may be required to file with the U.S. Securities
and Exchange Commission as a result of such undersigned’s ownership of or transactions in securities of Horizon Global Corporation
(i) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, statements on Form
3, Form 4 and Form 5 (including any amendments thereto), (ii) any Schedule 13D or Schedule 13G, and any amendments thereto, on
behalf of the undersigned in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules promulgated thereunder
and (iii) in connection with any applications for EDGAR access codes, including without limitation the Form ID. The Power of Attorney
shall remain in full force and effect until such undersigned is no longer required to file Forms 3, 4 and 5 with regard to his
or her ownership of or transactions in securities of Horizon Global Corporation, unless earlier revoked in writing. Each of the
undersigned acknowledges that George Fan is not assuming any of such undersigned’s responsibilities to comply with Section
16 or Section 13 of the Securities Exchange Act of 1934, as amended.
Date: February 12, 2021
|
APSC HOLDCO II, L.P.
|
|
|
|
By:
|
/s/ George Fan
|
|
Name: George Fan
|
|
Title: Authorized Signatory
|
|
|
|
ATLANTIC PARK STRATEGIC
CAPITAL PARALLEL MASTER FUND, L.P.
|
|
|
|
By: Atlantic Park Strategic Capital
|
|
Fund GP, L.P., its general partner
|
|
|
|
By: Atlantic Park UGP, LLC, its general partner
|
|
|
|
By:
|
/s/ George Fan
|
|
Name: George Fan
|
|
Title: Authorized Signatory
|
|
|
|
IRON PARK CAPITAL PARTNERS, LP
|
|
|
|
By: Iron Park Capital Partners, LLC, its general partner
|
|
|
|
By:
|
/s/ George Fan
|
|
Name: George Fan
|
|
Title: Authorized Signatory
|