Form SC 13G/A HORIZON BANCORP /IN/ Filed by: PL Capital, LLC

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January 9, 2015 10:37 AM EST

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CUSIP No. 440407104

�

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.��20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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Horizon Bancorp

(Name of Issuer)

�

Common Stock, no par value

(Title of Class of Securities)

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440407104

(CUSIP Number)

�

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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��Rule 13d-1(b)

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S��Rule 13d-1(c)

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��Rule 13d-1(d)

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CUSIP No. 440407104

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1	NAME OF REPORTING PERSONS Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) T (b) o �
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 292,313
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 292,313
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 292,313
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �				T
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No. 440407104

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1	NAME OF REPORTING PERSONS Financial EdgeStrategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) T (b) o �
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 118,146
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 118,146
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 118,146
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �				T
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No. 440407104

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1	NAME OF REPORTING PERSONS Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) T (b) o �
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 88,279
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 88,279
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,279
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �				T
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No. 440407104

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1	NAME OF REPORTING PERSONS PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) T (b) o �
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 58,438
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 58,438
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,438
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �				T
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

�

CUSIP No. 440407104

�

1	NAME OF REPORTING PERSONS PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) T (b) o �
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 468,897
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 468,897
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 468,897
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �				T
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

�

CUSIP No. 440407104

�

1	NAME OF REPORTING PERSONS PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) T (b) o �
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 557,176
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 557,176
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 557,176
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �				T
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

�

CUSIP No. 440407104

�

1	NAME OF REPORTING PERSONS Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) T (b) o �
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 88,279
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 88,279
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,279
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �				T
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No. 440407104

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1	NAME OF REPORTING PERSONS John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) T (b) o �
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 557,176
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 557,176
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 557,176
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �				T
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

�

CUSIP No. 440407104

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1	NAME OF REPORTING PERSONS Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) Not Applicable			(a) T (b) o �
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 557,176
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 557,176
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 557,176
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) �				T
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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CUSIP No. 440407104

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Item 1(a).��Name of Issuer:

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Horizon Bancorp

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Item 1(b).��Address of Issuers Principal Executive Offices:

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515 Franklin Square, Michigan City, Indiana 46360.

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Item 2(a).

Name of Persons Filing:

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�	The parties identified in the list below constitute the PL Capital Group.

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��	Financial Edge Fund, L.P., a Delaware limited partnership (Financial Edge Fund).

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��	Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (Financial Edge Strategic).

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��	PL Capital/Focused Fund, L.P., a Delaware limited partnership (Focused Fund).

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��	PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund (PL Capital).

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��	PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (PL Capital Advisors).

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��	Goodbody/PL Capital, L.P., a Delaware limited partnership (Goodbody/PL LP).

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��	Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (Goodbody/PL LLC).

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��	John W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

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�	The joint filing agreement of the members of the PL Capital Group is attached as Exhibit 1 to Amendment No. 1 to the Amended Schedule 13G filed on February 12, 2013.

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CUSIP No. 440407104

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Item 2(b).

Address of Principal Business Office or, if none, Residence:

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The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is:��c/o PL Capital, 47 E. Chicago Avenue, Suite 336, Naperville, Illinois 60540.��Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.

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Item 2(c).

Citizenship:

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�	All of the individuals who are members of the PL Capital Group are citizens of the United States.

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Item 2(d).

Title of Class of Securities:

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Common Stock

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Item 2(e).

CUSIP Number:

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440407104

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Item 3.

If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

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N/A

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Item 4.��Ownership:

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�	The following list sets forth the aggregate number and percentage (based on 9,210,786 shares of Common Stock outstanding as reported in the Issuers Form 10-Q, as filed on November 7, 2014) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2(a):

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CUSIP No. 440407104

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Name	Shares of Common Stock Beneficially Owned (Shared Voting and Investment Power for all Shares)	Percentage of Shares of Common Stock Beneficially Owned
�	�	�
Financial Edge Fund	292,313	3.2%
Financial Edge Strategic	118,146	1.3%
Focused Fund	58,438	0.6%
PL Capital �	468,897	5.1% (indirect beneficial ownership as general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund)
PL Capital Advisors	557,176	6.0% (indirect beneficial ownership as investment adviser to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP)
Goodbody/PL LP	88,279	1.0%
Goodbody/PL LLC	88,279	1.0% (indirect beneficial ownership as general partner of Goodbody/PL LP)
John W. Palmer	557,176	6.0% (indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors and Goodbody/PL LLC)
Richard J. Lashley	557,176	6.0% (indirect beneficial ownership as managing member of PL Capital, PL Capital Advisors and Goodbody/PL LLC)

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PL Capital is the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.��Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.��Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

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Goodbody/PL LLC is the general partner of Goodbody/PL LP.��Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.��Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.

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PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund.��Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they have the power to direct the affairs of PL Capital Advisors.��Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP, and Focused Fund.

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CUSIP No. 440407104

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Item 5.��Ownership of Five Percent or Less of a Class:

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N/A

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Item 6.��Ownership of More than Five Percent on Behalf of Another Person:

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N/A

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Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

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N/A

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Item 8.��Identification and Classification of Members of the Group:

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�	See Item 2(a) above.

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Item 9.��Notice of Dissolution of Group:

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N/A

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Item 10.��Certification:

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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 Rule 14a-11.

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CUSIP No. 440407104

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SIGNATURE

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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.

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Date:��January 9, 2015

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FINANCIAL EDGE FUND, L.P. � By:��PL CAPITAL, LLC General Partner � � By:��/s/ John W. Palmer John W. Palmer Managing Member �	� � � � � � By:��/s/ Richard J. Lashley Richard J. Lashley Managing Member �
FINANCIAL EDGE-STRATEGIC FUND, L.P. � By:��PL CAPITAL, LLC General Partner � � By:��/s/ John W. Palmer John W. Palmer Managing Member �	� � � � � � � By:��/s/ Richard J. Lashley Richard J. Lashley Managing Member �
PL CAPITAL/FOCUSED FUND, L.P. By:��PL CAPITAL, LLC General Partner � � By:��/s/ John W. Palmer John W. Palmer Managing Member �	� � � � � � By:��/s/ Richard J. Lashley Richard J. Lashley Managing Member �

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CUSIP No. 440407104

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GOODBODY/PL CAPITAL, L.P. By:��GOODBODY/PL CAPITAL, LLC General Partner � � By:��/s/ John W. Palmer John W. Palmer Managing Member �	� � � � � By:��/s/ Richard J. Lashley Richard J. Lashley Managing Member �
GOODBODY/PL CAPITAL, LLC � By:��/s/ John W. Palmer John W. Palmer Managing Member	� � By:��/s/ Richard J. Lashley Richard J. Lashley Managing Member �
PL CAPITAL, LLC � By:��/s/ John W. Palmer John W. Palmer Managing Member	� � By:��/s/ Richard J. Lashley Richard J. Lashley Managing Member �
PL CAPITAL ADVISORS, LLC � By:��/s/ John W. Palmer John W. Palmer Managing Member	� � By:��/s/ Richard J. Lashley Richard J. Lashley Managing Member �