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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 | ||||||||
Stock Appreciation Right | $ 74.08 | 12/31/2013 | D(2) | 5,747 | (3) | 03/07/2021 | Common Stock | 5,747 | $ 0 | 11,492 | D | ||||
Stock Appreciation Right | $ 53.57 | 12/31/2013 | D(2) | 4,141 | (3) | 02/27/2022 | Common Stock | 4,141 | $ 0 | 2,069 | D | ||||
Performance Right | (4) | 12/31/2013 | D(5) | 1,381 | (4) | 12/31/2014 | Common Stock | 1,381 | $ 0 | 5,029 | D | ||||
Performance Right | (6) | 12/31/2013 | D(5) | 37,858 | (6) | 12/31/2015 | Common Stock | 37,858 | $ 0 | 22,195 | D | ||||
Restricted Stock Unit | (7) | 12/31/2013 | D(8) | 484 | (7) | 02/28/2015 | Common Stock | 484 | $ 0 | 1,562 | D | ||||
Restricted Stock Unit | (1) | 12/31/2013 | D | 8,854 | (1) | 10/29/2015 | Common Stock | 8,854 | $ 0 | 837 | D | ||||
Restricted Stock Unit | (1) | 12/31/2013(1) | M | 837 | (1) | 10/29/2015 | Common Stock | 837 | (1) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pallash Robert C VISTEON CORPORATION ONE VILLAGE CENTER DRIVE VAN BUREN TOWNSHIP, MI 48111 |
Senior Vice President |
Heidi A. Sepanik, Secretary, Visteon Corporation on behalf of Robert C. Pallash | 01/03/2014 | |
**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) | Each Restricted Stock Unit, which is the economic equivalent of one share of Visteon common stock, vested on December 31, 2013 pursuant to the terms of the Executive Severance Plan. Each unit was converted and paid to me in cash without any election or action on my part, and the value of each unit was based on the fair market value of Visteon common stock as of December 31, 2013. No shares of common stock were acquired or sold in connection with the vesting of these Restricted Stock Units. |
(2) | These stock appreciation rights were forfeited in connection with Mr. Pallash's departure from the Company. |
(3) | The stock appreciation right is exercisable to the extent of 33% of the rights granted after one year from the date of grant, 66% in two years and in full after three years. |
(4) | Each performance right represents a contingent right to receive one share of Visteon common stock. The vesting of the performance rights is based on relative shareholder return over a three year performace period and payable in stock (or cash at the election of Visteon), subject to tax withholding. |
(5) | These performance rights were forfeited in connection with Mr. Pallash's departure from the Company. |
(6) | Each performance right represents a contingent right to receive one share of Visteon common stock. The vesting of the performance rights is based on achievment of a total shareholder return goal during a three year performace period and payable in stock (or cash at the election of Visteon), subject to tax withholding. |
(7) | Restricted stock units vest to the extent of 33% of the units granted each year following the first anniversary of the date of grant until the third anniversary of the date of grant. Each restricted stock unit will be converted and distributed to me, without payment, in stock (or cash at the election of Visteon), subject to cash withholding. |
(8) | These restricted stock units were forfeited in connection with Mr. Pallash's departure from the Company. |