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Filing Details

Accession Number:: 0001140361-10-040166
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-10-05 19:22:57
Reporting Period:: 2010-10-01

Filing Date:: 2010-10-05
Accepted Time:: 2010-10-05 19:22:57
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
769993	Goldman Sachs & Co	200 West Street New York NY 10282		No	No	Yes	No
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282		No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2010-10-01	5,079,455	$0.00	0	No	4	J	Indirect	See footnotes
New Common Stock	Acquisiton	2010-10-01	127,368	$0.00	127,368	No	4	J	Indirect	See footnotes
New Common Stock	Acquisiton	2010-10-01	2,176,653	$27.69	2,304,021	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
New Common Stock, $0.01 Par Value	Warrants	Acquisiton	2010-10-01	61,538	$0.00	61,538	$58.80
New Common Stock, $0.01 Par Value	Warrants	Acquisiton	2010-10-01	353,730	$0.00	353,730	$9.66

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
61,538	2010-10-01	2015-10-01	No	4	J	Indirect
353,730	2010-10-01	2020-10-01	No	4	J	Indirect

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group.
On October 1, 2010 (the "Effective Date"), the Fifth Amended Plan of Reorganization (the "Fifth Amended Plan") of Visteon Corporation (the "Issuer") became effective, and the Issuer emerged from chapter 11 bankruptcy protection. On the Effective Date, pursuant to the Fifth Amended Plan, all of the shares of the Issuer's common stock, par value $1.00 per share (the "Common Stock"), were cancelled.
The Issuer, certain investors (the "Investors"), including the High Yield Distressed Investing Group of Goldman Sachs, and certain additional purchasers ("Additional Purchasers") are parties to an Equity Commitment Agreement dated as of May 6, 2010 (as amended, the "Equity Commitment Agreement"). 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. On the Effective Date, any "group" pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, that may have existed as a result of the Reporting Persons' entry into the Equity Commitment Agreement dissolved.
As of October 1, 2010, Goldman Sachs beneficially owned directly, and GS Group may be deemed to have beneficially owned indirectly, an aggregate of 2,719,289 shares of common stock, par value $0.01 per share (the "New Common Stock"), of the Issuer, which represents approximately 5.36% of the shares of New Common Stock outstanding. Therefore, the Reporting Persons are no longer subject to Section 16.
On the Effective Date, pursuant to the Fifth Amended Plan, the Issuer issued to Goldman Sachs (i) 127,368 shares of New Common Stock, (ii) 61,538 five-year warrants to purchase New Common Stock at an exercise price of $58.80 per share (the "Old Equity Warrants"), and (iii) 353,730 ten-year warrants to purchase New Common Stock at an exercise price of $9.66 per share (the "Guaranty Warrants" and, together with the Old Equity Warrants, the "Plan Warrants"). The shares of New Common Stock and the Plan Warrants issued as described in this paragraph were issued under the Fifth Amended Plan in respect of the Common Stock and certain claims against the Issuer held by Goldman Sachs.
On the Effective Date, pursuant to the Equity Commitment Agreement and the Fifth Amended Plan, Goldman Sachs acquired from the Issuer 2,176,653 shares of New Common Stock in a private offering exempt from registration under Section 5 of the Securities Act of 1933 (as amended, the "Securities Act"). These shares were offered and sold only to "qualified institutional buyers" (as defined by Rule 144A under the Securities Act), and have not been registered under the Securities Act or the securities laws of any other jurisdiction. As a result, these shares constitute "restricted securities" (as defined by Rule 144 under the Securities Act) and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act.