SEC Form 4 · accession 0001209191-15-052229

VISTEON CORP · VC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Yong Hwan Park

Officer — CEO, HVCC

Period of report

Jun 9, 2015

Accepted (ET)

Jun 11, 2015 · 2:54 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001111335

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Jun 9, 2015	M	36,031	—	A	36,031	D
Common Stock^F1	Jun 9, 2015	D	36,031	$108.96	D	0	D
Common Stock^F2	Jun 9, 2015	M	2,908	—	A	2,908	D
Common Stock^F2	Jun 9, 2015	D	2,908	$108.96	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Rights^F3	—	Jun 9, 2015	M	36,031	D	—	Dec 31, 2015	Common Stock	36,031	0	D
Restricted Stock Units^F4	—	Jun 9, 2015	M	2,908	D	—	Oct 29, 2015	Common Stock	2,908	0	D

Explanation of responses

F1The 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.
F2Each 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.
F3Each 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.
F4Restricted 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.