SEC Form 4 

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |

1. Name and Address of Reporting Person^*
Pallash Robert C

(Last) | (First) | (Middle)
VISTEON CORPORATION
ONE VILLAGE CENTER DRIVE

(Street) 
VAN BUREN TOWNSHIP | MI | 48111

(City) | (State) | (Zip)

2. Issuer Name and Ticker or Trading Symbol 
VISTEON CORP [ VC ]

5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
| Director | | 10% Owner
X | Officer (give title below) | | Other (specify below)
Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line) 
X | Form filed by One Reporting Person
| Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4)
| | | Code | V | Amount | (A) or (D) | Price | | |
Common Stock | 12/31/2013^(1) | | M | | 837 | A | ^(1) | 837 | D |
Common Stock | 12/31/2013^(1) | | D | | 837 | D | $81.745 | 0 | D |

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4)
| | | | 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 | $0.00 | 11,492 | D |
Stock Appreciation Right | $53.57 | 12/31/2013 | | D^(2) | | | 4,141 | ^(3) | 02/27/2022 | Common Stock | 4,141 | $0.00 | 2,069 | D |
Performance Right | ^(4) | 12/31/2013 | | D^(5) | | | 1,381 | ^(4) | 12/31/2014 | Common Stock | 1,381 | $0.00 | 5,029 | D |
Performance Right | ^(6) | 12/31/2013 | | D^(5) | | | 37,858 | ^(6) | 12/31/2015 | Common Stock | 37,858 | $0.00 | 22,195 | D |
Restricted Stock Unit | ^(7) | 12/31/2013 | | D^(8) | | | 484 | ^(7) | 02/28/2015 | Common Stock | 484 | $0.00 | 1,562 | D |
Restricted Stock Unit | ^(1) | 12/31/2013 | | D | | | 8,854 | ^(1) | 10/29/2015 | Common Stock | 8,854 | $0.00 | 837 | D |
Restricted Stock Unit | ^(1) | 12/31/2013^(1) | | M | | | 837 | ^(1) | 10/29/2015 | Common Stock | 837 | ^(1) | 0 | D |
Explanation of Responses:
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.
Remarks:
| Heidi A. Sepanik, Secretary, Visteon Corporation on behalf of Robert C. Pallash | 01/03/2014
| ** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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