Matthew M Cole Form 4 VISTEON / Matthew M Cole ownership change

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^*

Cole Matthew M

(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)
07/01/2021

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								12,236	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
Restricted Stock Units	(1)	07/01/2021		D(2)			389	(1)	03/07/2022	Common Stock	389	$0.00	0	D
Restricted Stock Units	(1)	07/01/2021		D(2)			946	(1)	03/15/2023	Common Stock	946	$0.00	0	D
Restricted Stock Units	(1)	07/01/2021		D(2)			1,377	(1)	03/15/2024	Common Stock	1,377	$0.00	0	D
Performance Stock Units	(3)	07/01/2021		D(4)			1,674	01/31/2022	01/31/2022	Common Stock	1,674	$0.00	0	D
Performance Stock Units	(3)	07/01/2021		D(4)			2,648	01/31/2023	01/31/2023	Common Stock	2,648	$0.00	0	D
Performance Stock Units	(3)	07/01/2021		D(4)			1,768	01/31/2024	01/31/2024	Common Stock	1,768	$0.00	0	D
Employee Stock Option (right to buy)	$80.97	07/01/2021		D(5)			1,364	(6)	03/06/2026	Common Stock	1,364	$0.00	1,364	D
Employee Stock Option (right to buy)	$66.98	07/01/2021		D(5)			3,429	(6)	03/03/2027	Common Stock	3,429	$0.00	1,714	D

Explanation of Responses:

1. Restricted 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 stock upon vesting and based upon the then current market value of a share of Visteon common stock, subject to tax withholding.

2. These restricted stock units were forfeited in connection with Mr. Cole's departure from the Company.

3. 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 total shareholder return over a three year performance period and payable in stock subject to tax withholding.

4. These performance rights were forfeited in connection with Mr. Cole's departure from the Company.

5. These stock options were forfeited in connection with Mr. Cole's departure from the Company.

6. The option is exercisable to the extent of one third of the shares optioned after one year from the date of grant, two-thirds in two years and in full after three years.

Remarks:

	Heidi A. Sepanik, Secretary, Visteon Corporation on behalf of Matthew M. Cole	07/06/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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