Statement of Changes in Beneficial Ownership (4)
February 19 2019 - 4:40PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Garcia Christian A
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2. Issuer Name
and
Ticker or Trading Symbol
VISTEON CORP
[
VC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP & Chief Financial Officer
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(Last)
(First)
(Middle)
VISTEON CORPORATION, ONE VILLAGE CENTER DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/15/2019
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(Street)
VAN BUREN TOWNSHIP, MI 48111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/15/2019
(1)
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M
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2592
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A
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(1)
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4163
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D
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Common Stock
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2/15/2019
(2)
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F
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789
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D
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$81.95
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3374
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Rights
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(3)
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2/15/2019
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A
(4)
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303
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(3)
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1/31/2019
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Common Stock
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303
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(3)
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2592
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D
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Performance Rights
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(3)
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2/15/2019
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M
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2592
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(3)
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1/31/2019
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Common Stock
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2592
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(3)
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0
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D
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Explanation of Responses:
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(1)
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Each Performance Right, which is the economic equivalent of one share of Visteon common stock, was converted and paid to me in common stock without any election or action on my part. The value of each share was based on the fair market value of Visteon common stock as of February 15, 2019.
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(2)
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The shares were withheld by Visteon to satisfy income tax withholding obligations arising in connection with the vesting of certain Performance Rights. The value of each share was based on the fair market value of Visteon common stock as of February 15, 2019.
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(3)
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Each Performance Right represents a contingent right to receive one share of Visteon common stock. The Performance Rights vested based on relative total shareholder return over a three year performance period and were paid in stock at the election of the Company.
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(4)
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Additional Performance Rights were received because the performance criteria was exceeded.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Garcia Christian A
VISTEON CORPORATION
ONE VILLAGE CENTER DRIVE
VAN BUREN TOWNSHIP, MI 48111
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EVP & Chief Financial Officer
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Signatures
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Heidi A. Sepanik, Secretary, Visteon Corporation, on behalf of Christian A. Garcia
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2/19/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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