SEC FORM 4

SEC Form 4

FORM 4

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

1. Name and Address of Reporting Person^*

Castle John K

(Last)

(First)

(Middle)

C/O CASTLE HARLAN, INC.

150 EAST 58TH STREET

(Street)

NEW YORK

10155

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Horizon Lines, Inc. [ HRZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	09/12/2006		S		627,935	D	$14.5	2,135,376	I	See Footnote ^{( 1 )} ^{( 2 )}
Common Stock, par value $.01 per share	09/12/2006		S		514	D	$14.5	1,748	I	See Footnote ^{( 3 )} ^{( 4 )} ^{( 5 )}
Common Stock, par value $.01 per share	09/12/2006		S		4,067	D	$14.5	13,832	I	See Footnote ^{( 3 )} ^{( 4 )} ^{( 5 )}

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares of Common Stock, par value $.01 per share ("Common Stock"), of the Issuer consist of (i) 1,906,779 shares held by Castle Harlan Partners IV, L.P. ("CHP IV"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of Castle Harlan Partners IV, G.P., Inc., which is the general partner of the general partner of CHP IV, and (ii) 228,597 shares in the aggregate held by Castle Harlan Affiliates IV-QP, L.P., Castle Harlan Affiliates IV-AI, L.P., Frogmore Affiliates IV, L.P. and Castle Harlan Offshore Partners IV, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is controlling stockholder of the general partners of such limited partnerships.

2. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of these shares to the extent such ownership exceeds the Reporting Person's pecuniary interest therein.

3. These shares of Common Stock of the Issuer consist of (i) 1,748 shares of Common Stock held by the Reporting Person as Voting Trustee pursuant to an Amended and Restated Voting Trust Agreement dated as of October 15, 2004 (the "Voting Trust Agreement"), among the Issuer, the Reporting Person, as Voting Trustee, and the other parties thereto, in trust for Castle Harlan, Inc. ("CHI"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of CHI and (ii) 13,832 shares held by the Reporting Person as Voting Trustee pursuant to the Voting Trust Agreement in trust for Branford Castle Holdings IV, Inc. ("BCH"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the controlling stockholder of BCH.

4. Upon the consummation of the Reported Transaction (which is expected to occur on September 15, 2006), these shares of Common Stock of the Issuer will cease to be subject to the Voting Trust Agreement and will be held directly by the person for whom these shares are currently held in trust by the Reporting Person.

5. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables. The Reporting Person disclaims beneficial ownership of these shares to the extent such ownership exceeds the Reporting Person's pecuniary interest therein.

	/s/ John K. Castle	09/14/2006
	** Signature of Reporting Person	Date
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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