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Filing Details

Accession Number:
0001209191-10-050510
Form Type:
4
Zero Holdings:
No
Publication Time:
2010-10-15 15:43:45
Reporting Period:
2010-10-01
Filing Date:
2010-10-15
Accepted Time:
2010-10-15 15:43:45
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1111335 Visteon Corp VSTNQ Motor Vehicle Parts & Accessories (3714) 383519512
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1166564 Cyrus Capital Partners, Lp 399 Park Avenue
39Th Floor
New York NY 10022
No No No Yes
1166774 Cyrus Capital Partners Gp, Llc 399 Park Avenue
39Th Floor
New York NY 10022
No No No Yes
1251783 C Stephen Freidheim C/o Cyrus Capital Partners, L.p
399 Park Avenue, 39Th Floor
New York NY 10022
No No No Yes
1328640 Cyrus Opportunities Master Fund Ii, Ltd. 399 Park Avenue
39Th Floor
New York NY 10022
No No No Yes
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Old Common Stock ($1.00 Par Value) Disposition 2010-10-01 600,000 $0.00 0 No 4 J Indirect See footnotes
New Common Stock ($0.01 Par Value) Acquisiton 2010-10-01 1,726,307 $0.00 1,726,307 No 4 J Direct
New Common Stock ($0.01 Par Value) Acquisiton 2010-10-01 1,984,347 $0.00 3,710,658 No 4 J Indirect See footnotes
New Common Stock ($0.01 Par Value) Acquisiton 2010-10-01 1,410 $0.00 3,712,068 No 4 J Direct
New Common Stock ($0.01 Par Value) Disposition 2010-10-05 4,557 $57.70 3,706,101 No 4 S Direct
New Common Stock ($0.01 Par Value) Disposition 2010-10-05 1,409 $57.70 3,706,102 No 4 S Direct
New Common Stock ($0.01 Par Value) Acquisiton 2010-10-08 16,300 $56.50 3,869,101 No 4 P Indirect See footnotes
New Common Stock ($0.01 Par Value) Acquisiton 2010-10-08 10,000 $56.75 3,879,101 No 4 P Indirect See footnotes
New Common Stock ($0.01 Par Value) Disposition 2010-10-08 67,900 $58.22 3,811,201 No 4 S Indirect See footnotes
New Common Stock ($0.01 Par Value) Disposition 2010-10-08 50,000 $58.10 3,761,201 No 4 S Indirect See footnotes
New Common Stock ($0.01 Par Value) Disposition 2010-10-08 167,900 $58.20 3,593,301 No 4 S Indirect See footnotes
New Common Stock ($0.01 Par Value) Disposition 2010-10-11 5,000 $58.35 3,588,301 No 4 S Indirect See footnotes
New Common Stock ($0.01 Par Value) Acquisiton 2010-10-12 22,252 $57.25 3,610,553 No 4 P Indirect See footnotes
New Common Stock ($0.01 Par Value) Disposition 2010-10-12 22,251 $59.35 3,588,302 No 4 S Indirect See footnotes
New Common Stock ($0.01 Par Value) Disposition 2010-10-12 1 $59.35 3,588,301 No 4 S Indirect See footnotes
New Common Stock ($0.01 Par Value) Disposition 2010-10-14 45,000 $59.35 3,543,302 No 4 S Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Indirect See footnotes
No 4 J Direct
No 4 J Indirect See footnotes
No 4 J Direct
No 4 S Direct
No 4 S Direct
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
No 4 S Indirect See footnotes
No 4 S Indirect See footnotes
No 4 S Indirect See footnotes
No 4 S Indirect See footnotes
No 4 P Indirect See footnotes
No 4 S Indirect See footnotes
No 4 S Indirect See footnotes
No 4 S Indirect See footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
New Common Stock, Par Value $0.01 Per Share Five-Year Warrants (right to buy) Acquisiton 2010-10-01 5,088 $0.00 5,088 $58.80
New Common Stock, Par Value $0.01 Per Share Five-Year Warrants (right to buy) Acquisiton 2010-10-01 2,180 $0.00 2,180 $58.80
New Common Stock, Par Value $0.01 Per Share Ten-Year Warrants (right to buy) Acquisiton 2010-10-01 260,447 $0.00 260,447 $9.66
New Common Stock, Par Value $0.01 Per Share Ten-Year Warrants (right to buy) Acquisiton 2010-10-01 282,137 $0.00 282,137 $9.66
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
5,088 2010-10-01 2015-10-01 No 4 J Direct
7,268 2010-10-01 2015-10-01 No 4 J Direct
260,447 2010-10-01 2020-10-01 No 4 J Direct
542,584 2010-10-01 2020-10-01 No 4 J Indirect
Footnotes
  1. This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), Cyrus Opportunities Master Fund II, Ltd. ("COMF"), Cyrus Partners G.P., L.L.C., ("Cyrus GP"), and Mr. Stephen C. Freidheim (each of COMF, Cyrus, Cyrus GP and Mr. Freidheim, collectively, the "Reporting Persons"). COMF is a private investment fund engaged in the business of acquiring, holding and disposing of investments in various companies. Cyrus is the investment manager of COMF and other persons and entities ("Other Cyrus Funds"). Cyrus GP is the general partner of Cyrus. Mr. Freidheim is the managing member of Cyrus GP and the Chief Investment Officer of Cyrus.
  2. On October 1, 2010 (the "Effective Date"), the Issuer consummated its reorganization under Chapter 11 of Title 11 of the United States Code and the Issuer's plan of reorganization, as amended from time to time (the "Plan"), became effective. Pursuant to the Plan, the Issuer cancelled all of its outstanding equity securities, including the Common Stock, par value $1.00 ("Old Common Stock"), and cancelled all of its outstanding Senior Notes.
  3. Under the Plan, COMF received 1,726,307 shares of common stock in the reorganized Issuer, par value $0.01 per share ("New Common Stock"), 5,088 five-year warrants of the Issuer to purchase New Common Stock at an initial exercise price of $58.80 per share ("Five Year Warrants"), and 260,447 ten-year warrants of the Issuer to purchase New Common Stock at an initial exercise price of $9.66 per share ("Ten Year Warrants) in exchange for the cancelled securities described in footnote (2) above.
  4. Under the Plan, the Other Cyrus Funds received 1,866,451 shares of New Common Stock, 0 Five Year Warrants, and 282,137 Ten Year Warrants in exchange for the cancelled securities described in footnote (2) above.
  5. Under the Plan, Mr. Freidheim received 1,410 shares of New Common Stock and 2,180 Five Year Warrants in exchange for the cancelled securities described in footnote (2) above.
  6. Pursuant to the Equity Commitment Agreement, dated as of May 6, 2010, by and among the Issuer, certain investors party thereto (the "Investors"), and certain additional purchasers party thereto (the "Additional Purchasers"), as amended from time to time (the "Equity Commitment Agreement"), the Investors and the Additional Purchasers agreed to purchase certain shares of common stock of a reorganized issuer. On the Effective Date, any "group" pursuant to Section 13(d)(3) or Section 16 of the Exchange Act of 2934, as amended, that may have existed as a result of the Reporting Persons' entry into the Equity Commitment Agreement dissolved.
  7. As of October 15, 2010, (i) COMF beneficially owns directly an aggregate of 1,996,399 shares of New Common Stock, including shares of New Common Stock issuable upon exercise of the Five Year Warrants and the Ten Year Warrants and reflected on an as-exercised basis, which represents approximately 3.9% of the shares of New Common Stock outstanding, (ii) Cyrus, as the investment manager of COMF and the Other Cyrus Funds, and Cyrus GP, as the general partner of Cyrus, may each be deemed to beneficially own indirectly 4,090,974 shares of New Common Stock, including shares of New Common Stock issuable upon exercise of the Five Year Warrants and the Ten Year Warrants and reflected on an as-exercised basis, which constitutes approximately 8.0% of the Issuer's outstanding shares of New Common Stock and (continued in footnote 8)
  8. (iii) Mr. Freidheim, in his individual capacity and as the managing member of Cyrus GP, beneficially owns an aggregate of 4,093,154 shares of New Common Stock, including shares of New Common Stock issuable upon exercise of the Five Year Warrants and reflected on an as-exercised basis (of which 2,180 of such shares are beneficially owned directly by Mr. Freidheim), which constitutes approximately 8.0% of the Issuer's outstanding shares of New Common Stock. Therefore, the Reporting Persons are no longer subject to Section 16.