Sec Form 4 Filing - KENNEDY JOHN C @ Horizon Global Corp - 2019-08-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KENNEDY JOHN C 2. Issuer Name and Ticker or Trading Symbol Horizon Global Corp [ HZN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2600 W. BIG BEAVER ROAD, STE. 555 3. Date of Earliest Transaction (MM/DD/YY) 08/26/2019 (Street) TROY, MI48084 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 08/26/2019 P 8,944 A $ 3.99 ( 1 ) 507,952 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 2.75% Convertible Senior Notes due 2022 ( 2 ) ( 3 ) 08/26/2019 P ( 2 )( 3 ) ( 2 )( 3 ) Common Stock ( 2 ) ( 3 ) $ 1,548,000 $ 2,000,000 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KENNEDY JOHN C 2600 W. BIG BEAVER ROAD STE. 555 TROY, MI48084 X Signatures /s/ Paula Reno, Attorney-in-Fact 08/28/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the weighted average purchase price rounded to the nearest hundredths. The shares were purchased in multiple transactions at prices ranging from $3.97 to $4.00 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4. ( 2 )The 2.75% Convertible Senior Notes due 2022 (the "Notes") are convertible at any time on or after January 1, 2022. Additionally, the Notes are convertible at any time prior to the close of business on the business day immediately preceding January 1, 2022 under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2017 (and only during such calendar quarter), if the last reported sale price of the Issuer's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; ( 3 )(2) during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Issuer's common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. The conversion rate for the Notes is initially 40.0400 shares of common stock of the Issuer per $1,000 principal amount of Notes (equivalent to an initial conversion price of $24.98 per share of Issuer common stock), subject to adjustment, pursuant to the terms of the Notes. ( 4 )Shares held by a limited liability company. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

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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