Sec Form 13G Filing - GASC APF L.P. filing for HORIZON GLOBAL CORP (HZN) - 2023-02-13

NAME OF REPORTING PERSON

APSC Holdco II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  o

(b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,871,740

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,871,740

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,871,740⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.9%⁽²⁾

TYPE OF REPORTING PERSON

PN

NAME OF REPORTING PERSON

Atlantic Park Strategic Capital Parallel Master Fund, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  o

(b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,871,740

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,871,740

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,871,740 ⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.9%⁽²⁾

TYPE OF REPORTING PERSON

PN

NAME OF REPORTING PERSON

GASC APF, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  o

(b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,871,740

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,871,740

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,871,740 ⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.9%⁽²⁾

TYPE OF REPORTING PERSON

PN

47912 Halyard Drive, Suite 100, Plymouth, Michigan 48170

APSC Holdco II, L.P. (“APSC Holdco II”);

Atlantic Park Strategic Capital Parallel Master Fund, L.P. (“Atlantic Park”);

GASC APF, L.P. (“GASC APF”);

The principal address of each of the Reporting Persons is c/o GASC APF, L.P., 535 Madison Avenue, 31^st Floor, New York, NY 10022.

Common Stock, par value US$0.01 per share (the “Common Stock”)

44052W104

As of December 31, 2022, the Reporting Persons owned the following number of the Company’s Common Stock:

APSC Holdco II owned of record (i) 1,597,000 shares of Common Stock and (ii) warrants to purchase 1,274,740 shares of Common Stock or 9.9% of the issued and outstanding shares of Common Stock, after giving effect to the conversion cap described below.

Atlantic Park owned of record no shares of Common Stock or 0.0% of the issued and outstanding shares of Common Stock.

GASC APF owned of record no shares of Common Stock or 0.0% of the issued and outstanding shares of Common Stock.

Amount Beneficially Owned:

APSC Holdco II directly holds (i) 1,597,000 common shares and (ii) warrants to purchase 4,880,486 shares of Common Stock (the “Shares”), provided that, provided that such warrants are subject to a conversion cap such that the portion of such warrants that may be exercised at any time is limited to the amount which would result in the Reporting Persons’ beneficial ownership being no more than 9.9% of the outstanding Common Stock (inclusive of shares issued in respect of such exercise).

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 Capital Partners, LP (“Iron Park”) and GASC APF and appointed each of them to jointly act as investment advisers.

Iron Park files a separate Schedule 13G.

Percentage Owned:

All calculations of percentage ownership herein are based on an aggregate of 29,007,502 shares of Common Stock, reflecting (i) 27,732,762 shares of Common Stock outstanding as of November 4, 2022, as reported by the Issuer in its 10-Q filed with the U.S. Securities and Exchange Commission on November 9, 2022 and (ii) 1,274,740 shares of Common Stock that would result from the exercise of the warrants held by the Reporting Persons, and giving effect to the conversion cap described above.

Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of:

Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the shares of Common Stock as indicated on such Reporting Person’s cover page included herein.

Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the shares of Common Stock that may be deemed to be owned beneficially by each of them.

Not applicable.

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.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).

/s/ George Fan

Atlantic Park Strategic Capital Fund GP, L.P., its general partner

Atlantic Park UGP, LLC, its general partner

/s/ George Fan

George Fan

General Atlantic Service Company, L.P., its sole member

/s/ Michael Gosk

Michael Gosk

Chief Financial Officer and Managing Director