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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Rights | (3) | 06/09/2015 | M | 36,031 | (3) | 12/31/2015 | Common Stock | 36,031 | (3) | 0 | D | ||||
Restricted Stock Units | (4) | 06/09/2015 | M | 2,908 | (4) | 10/29/2015 | Common Stock | 2,908 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Park Yong Hwan VISTEON CORPORATION ONE VILLAGE CENTER DRIVE VAN BUREN TOWNSHIP, MI 48111 |
CEO, HVCC |
Heidi A. Sepanik, Secretary, Visteon Corporation, on behalf of Yong Hwan Park | 06/11/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The Performance Rights vested on June 9, 2015 and were converted and paid to me in cash without any election or action on my part. The value of each right was based on the fair market value of Visteon common stock as of June 9, 2015. No shares of common stock were acquired or sold in connection with the vesting of these Performance Rights. |
(2) | Each Restricted Stock Unit, which is the economic equivalent of one share of Visteon common stock, vested on June 9, 2015 based on the occurrence of a change in control as defined in the applicable plan or award agreement, and was converted and paid to me in cash without any election or action on my part. The value of each unit was based on the fair market value of Visteon common stock as of June 9, 2015. No shares of common stock were acquired or sold in connection with the vesting of these Restricted Stock Units. |
(3) | Each Performance Right represents a contingent right to receive one share of Visteon common stock. The Performance Rights vested based on a total shareholder return goal over the performance period and were paid in cash at the election of the Company. The performance period concluded as of June 8, 2015, based on the occurrence of a change in control as defined in the applicable award agreement. |
(4) | Restricted Stock Units vest to the extent of 33% of the units granted each year following the first annivesary of the date of grant until the third anniverary of the date of grant. Each Restricted Stock Unit will be converted and distributed to me, without payment, in cash upon vesting and based upon the then current market value of a share of Visteon common stock, subject to tax withholding. |