- Amended Statement of Ownership (SC 13G/A)
15 February 2011 - 5:09AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
01
)*
Visteon Corporation
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
92839U206 and 92839U305
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
|
92839U206, 92839U305
|
|
|
|
|
|
|
|
|
|
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Stark Offshore Management LLC
20-0752288
|
|
|
|
2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
o
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(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Wisconsin
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5
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SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
6
|
|
SHARED VOTING POWER
|
|
|
|
Common Stock equal to less than 5%
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7
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|
SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
|
|
|
|
Common Stock equal to less than 5%
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
Common Stock equal to less than 5%
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
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|
o
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
OO
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FOOTNOTES
|
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CUSIP
No.
|
92839U206, 92839U305
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Stark Criterion Management LLC
26-1457889
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
x
|
|
|
|
3
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|
SEC USE ONLY
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|
|
|
|
|
|
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4
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|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
State of Wisconsin
|
|
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5
|
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
6
|
|
SHARED VOTING POWER
|
|
|
|
Common Stock equal to less than 5%
|
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
Common Stock equal to less than 5%
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
Common Stock equal to less than 5%
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
Less than 5%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
FOOTNOTES
|
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|
Item
1.
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|
Visteon Corporation (the "Issuer")
|
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(b)
|
Address
of Issuer’s Principal Executive Offices
|
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|
One Village Center Drive
Van Buren Township, Michigan 48111
|
Item
2.
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(a)
|
Name
of Person Filing
|
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The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) Stark Offshore Management LLC ("Stark Offshore"); and
(ii) Stark Criterion Management LLC ("Stark Criterion")
|
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(b)
|
Address
of Principal Business Office or, if none, Residence
|
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|
The address of the principal business office of each of the Reporting Persons is 3600 South Lake Drive, St. Francis, Wisconsin 53235.
|
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|
(i) Stark Offshore is a Wisconsin limited liability company; and
(ii) Stark Criterion is a Wisconsin limited liability company.
|
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(d)
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Title
of Class of Securities
|
|
|
Common Stock, par value $0.01 per share ("Shares")
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
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(a)
|
o
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
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(c)
|
o
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
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(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8).
|
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(e)
|
o
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
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(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
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(g)
|
o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
|
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(h)
|
o
|
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
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(i)
|
o
|
A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
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(j)
|
o
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
|
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(k)
|
o
|
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
This Item 3 is not applicable.
|
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned:
2,211,010
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(b)
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Percent of class: Less than 5
|
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(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
2,211,010
|
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(iii)
|
Sole power to dispose or to direct the disposition of:
0
|
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(iv)
|
Shared power to dispose or to direct the disposition of:
2,211,010
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
x
.
The Reporting Persons currently beneficially own less than 5% of the outstanding shares of Common Stock of the Issuer.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
This Item 6 is not applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company
|
This Item 7 is not applicable.
Item
8.
|
Identification
and Classification of Members of the Group
|
This Item 8 is not applicable.
Item
9.
|
Notice
of Dissolution of Group
|
This Item 9 is not applicable.
Item
10.
|
Certification
|
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
|
Stark Offshore Management LLC
|
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|
|
|
|
Date:
February 14, 2011
|
By:
|
/s/
Michael A. Roth
|
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Name: Michael A. Roth
|
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Title:
Managing Member
|
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Stark Criterion Management LLC
|
|
|
|
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Date:
February 14, 2011
|
By:
|
/s/
Michael A. Roth
|
|
|
|
Name: Michael A. Roth
|
|
|
|
Title:
Managing Member
|
|
|
|
|
|
Attention:
|
Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
|
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