| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/11/2010 |
3. Issuer Name and Ticker or Trading Symbol
VISTEON CORP [ VSTNQ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 600,000 | I | See Footnotes(1)(2)(3)(4) |
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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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 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. 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. As of August 11, 2010, COMF beneficially owned directly, and each of the other Reporting Persons may be deemed to have beneficially owned indirectly, 420,000 shares of common stock, par value $1.00 per share ("Common Stock"), of Visteon Corporation (the "Issuer") and Stephen C. Freidheim beneficially owned directly, and each of the other Reporting Persons may be deemed to have beneficially owned indirectly, 180,000 shares of Common Stock of the Issuer. |
| 3. The Issuer, certain investors (the "Investors"), including the Reporting Persons, and certain additional purchasers ("Additional Purchasers") are parties to an Equity Commitment Agreement dated as of May 6, 2010, as amended by the First Amendment to the Equity Commitment Agreement dated as of June 13, 2010, the Second Amendment to the Equity Commitment Agreement dated as of June 25, 2010, and the Third Amendment to the Equity Commitment Agreement dated as of August 9, 2010. Pursuant to the Equity Commitment Agreement and its amendments, among other terms, the Investors and Additional Purchasers agreed to purchase certain shares of the Common Stock of a reorganized Issuer. Upon entering into the Third Amendment to the Equity Commitment Agreement, the Reporting Persons, the other Investors, and the Additional Purchasers may be deemed to be a "group" pursuant to Section 13(d)(3) of the Exchange Act. |
| 4. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that each Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any shares of Common Stock held by the Investors, Additional Purchasers or the other Reporting Persons, and such beneficial ownership is expressly disclaimed. None of the Reporting Persons have any pecuniary interest in the Common Stock except as reported on Table I of this Form 3 and therefore do not have beneficial ownership of any shares of Common Stock except as reported on Table I of this Form 3 within the meaning of Rule 16a-1(a)(2) of the Exchange Act. |
| /s/ Stephen C. Freidheim, Authorized signatory | 08/23/2010 | |
| /s/ Stephen C. Freidheim, Authorized signatory | 08/23/2010 | |
| /s/ Stephen C. Freidheim, Managing Member | 08/23/2010 | |
| /s/ Stephen C. Freidheim | 08/23/2010 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||