Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
VISTEON CORPORATION
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
92839U107
(CUSIP Number)
Mr. Joseph Thornton
Pardus Capital Management L.P.
590 Madison Avenue, Suite 25E
New York, New York 10022
(212) 381-7350
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 2009
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
Continued on following page(s)
Page 1 of 6 Pages
CUSIP No. 92839U107 Schedule
13D Page 2 of 6 Pages
1 |
Names of Reporting Persons |
I.R.S. Identification Nos. of above persons (entities only)
Pardus Capital Management L.P.
2 |
Check the Appropriate Box If a Member of a Group (See Instructions) |
|
a. |
[ ] |
|
b. |
[ ] |
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions) |
AF
5 |
Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
|
[ |
] |
6 |
Citizenship or Place of Organization |
Delaware
|
7 |
Sole Voting Power |
Number of Shares |
|
0 |
Beneficially Owned By Each |
8 |
Shared Voting Power 0 |
Reporting Person With |
9 |
Sole Dispositive Power 0 |
|
10 |
Shared Dispositive Power |
|
|
0 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
0
12 |
Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
[ ]
13 |
Percent of Class Represented By Amount in Row (11) |
0.0 %
14 |
Type of Reporting Person (See Instructions) |
IA
CUSIP No. 92839U107 Schedule 13D Page 3 of 6 Pages
The Schedule 13D filed on May 1, 2006, by Pardus Capital Management L.P., a Delaware limited partnership ("PCM"), relating to the shares of common stock, $1.00 par value (the "Shares"), of Visteon Corporation (the "Issuer"), as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8 and 9 to the Schedule 13D, is hereby amended by this Amendment No. 10 to the Schedule 13D to report that, as a result of the recent disposition of shares of the Issuer, the Reporting Persons may no longer be deemed the beneficial owner of more than five percent of the Shares.
Item 5. |
Interest in Securities of the Issuer. |
Item 5, paragraphs (a), (b), (c) and (e) of the Schedule 13D are hereby amended and restated as follows:
(a) The Reporting Persons beneficially own no Shares, constituting 0.0% of the Shares outstanding.
(b) PCM possesses sole power to vote and direct the disposition of all of the Shares held by the Fund. Thus, as of the close of business on May 28, 2009, the Reporting Persons may be deemed to beneficially own no Shares, or 0.0% of the Shares deemed issued and outstanding as of that date.
(c) Information concerning transactions in the Shares effected by PCM since the most recent filing on Schedule 13D is set forth in Schedule A hereto and is incorporated by reference. Unless otherwise indicated, all of such transactions were effected in the open market.
(e) On May 28, 2009, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares.
CUSIP No. 92839U107 Schedule 13D Page 4 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 29, 2009 |
PARDUS CAPITAL MANAGEMENT L.P. |
|
By: |
/s/ Karim Samii |
Karim Samii, in his capacity as the sole member of Pardus Capital Management LLC, the sole general partner of Pardus Capital Management L.P.
CUSIP No. 92839U107 Schedule 13D Page 5 of 6 Pages
SCHEDULE A
Pardus Special Opportunities Master Fund L.P.
Trade Date |
|
Shares Sold |
|
Price per Share |
05/28/2009 |
|
3,300,000 |
|
$0.055 |
05/28/2009 |
|
1,000,000 |
|
$0.055 |
05/28/2009 |
|
1,000,000 |
|
$0.055 |
05/28/2009 |
|
800,000 |
|
$0.055 |
05/28/2009 |
|
500,000 |
|
$0.055 |
05/28/2009 |
|
425,000 |
|
$0.055 |
05/28/2009 |
|
30,000 |
|
$0.055 |
05/28/2009 |
|
20,000 |
|
$0.055 |
05/28/2009 |
|
350,000 |
|
$0.0552 |
05/28/2009 |
|
570,000 |
|
$0.0554 |
05/28/2009 |
|
130,000 |
|
$0.0554 |
05/28/2009 |
|
1,000,000 |
|
$0.057 |
05/28/2009 |
|
500,000 |
|
$0.057 |
05/28/2009 |
|
1,850,000 |
|
$0.058 |
05/28/2009 |
|
500,000 |
|
$0.058 |
05/28/2009 |
|
250,000 |
|
$0.06 |
05/28/2009 |
|
125,000 |
|
$0.06 |
05/28/2009 |
|
800,000 |
|
$0.061 |
05/28/2009 |
|
340,000 |
|
$0.0615 |
05/28/2009 |
|
250,000 |
|
$0.0615 |
05/28/2009 |
|
400,000 |
|
$0.062 |
05/28/2009 |
|
700,000 |
|
$0.0631 |
05/28/2009 |
|
1,500,000 |
|
$0.064 |
05/28/2009 |
|
700,000 |
|
$0.064 |
05/28/2009 |
|
250,000 |
|
$0.064 |
05/28/2009 |
|
250,000 |
|
$0.064 |
05/28/2009 |
|
200,000 |
|
$0.064 |
05/28/2009 |
|
100,000 |
|
$0.064 |
05/28/2009 |
|
100,000 |
|
$0.064 |
05/28/2009 |
|
100,000 |
|
$0.064 |
05/28/2009 |
|
50,000 |
|
$0.064 |
05/28/2009 |
|
700,000 |
|
$0.065 |
05/28/2009 |
|
50,000 |
|
$0.065 |
05/28/2009 |
|
379,000 |
|
$0.066 |
05/28/2009 |
|
300,000 |
|
$0.066 |
05/28/2009 |
|
10,000 |
|
$0.066 |
05/28/2009 |
|
700,000 |
|
$0.0661 |
05/28/2009 |
|
250,000 |
|
$0.067 |
05/28/2009 |
|
250,000 |
|
$0.067 |
05/28/2009 |
|
50,000 |
|
$0.067 |
05/28/2009 |
|
100,000 |
|
$0.0671 |
05/28/2009 |
|
50,000 |
|
$0.0671 |
05/28/2009 |
|
1,500,000 |
|
$0.068 |
05/28/2009 |
|
600,000 |
|
$0.068 |
05/28/2009 |
|
300,000 |
|
$0.068 |
05/28/2009 |
|
275,000 |
|
$0.068 |
CUSIP No. 92839U107 Schedule 13D Page 6 of 6 Pages
05/28/2009 |
|
100,000 |
|
$0.068 |
05/28/2009 |
|
50,000 |
|
$0.068 |
05/28/2009 |
|
50,000 |
|
$0.068 |
05/28/2009 |
|
40,000 |
|
$0.068 |
05/28/2009 |
|
30,000 |
|
$0.068 |
05/28/2009 |
|
25,000 |
|
$0.068 |
05/28/2009 |
|
25,000 |
|
$0.068 |
05/28/2009 |
|
300,000 |
|
$0.0681 |
05/28/2009 |
|
100,000 |
|
$0.0681 |
05/28/2009 |
|
400,000 |
|
$0.0685 |
05/28/2009 |
|
500,000 |
|
$0.069 |
05/28/2009 |
|
250,000 |
|
$0.069 |
05/28/2009 |
|
225,000 |
|
$0.069 |
05/28/2009 |
|
200,000 |
|
$0.069 |
05/28/2009 |
|
150,000 |
|
$0.069 |
05/28/2009 |
|
50,000 |
|
$0.069 |
05/28/2009 |
|
50,000 |
|
$0.069 |
05/28/2009 |
|
48,000 |
|
$0.069 |
05/28/2009 |
|
50,000 |
|
$0.0695 |
05/28/2009 |
|
50,000 |
|
$0.0695 |
05/28/2009 |
|
30,000 |
|
$0.0695 |
05/28/2009 |
|
20,000 |
|
$0.0696 |
05/28/2009 |
|
500,000 |
|
$0.07 |
05/28/2009 |
|
350,000 |
|
$0.07 |
05/28/2009 |
|
300,000 |
|
$0.07 |
05/28/2009 |
|
250,000 |
|
$0.07 |
05/28/2009 |
|
223,000 |
|
$0.07 |
05/28/2009 |
|
200,000 |
|
$0.07 |
05/28/2009 |
|
160,000 |
|
$0.07 |
05/28/2009 |
|
125,000 |
|
$0.07 |
05/28/2009 |
|
100,000 |
|
$0.07 |
05/28/2009 |
|
100,000 |
|
$0.07 |
05/28/2009 |
|
90,000 |
|
$0.07 |
05/28/2009 |
|
70,000 |
|
$0.07 |
05/28/2009 |
|
50,000 |
|
$0.07 |
05/28/2009 |
|
25,000 |
|
$0.07 |
05/28/2009 |
|
20,000 |
|
$0.07 |
05/28/2009 |
|
250,000 |
|
$0.0705 |
05/28/2009 |
|
100,000 |
|
$0.0705 |
05/28/2009 |
|
100,000 |
|
$0.0705 |
05/28/2009 |
|
50,000 |
|
$0.0705 |
05/28/2009 |
|
100,000 |
|
$0.071 |
05/28/2009 |
|
50,000 |
|
$0.071 |
05/28/2009 |
|
40,000 |
|
$0.071 |
05/28/2009 |
|
140,000 |
|
$0.0715 |
05/28/2009 |
|
160,000 |
|
$0.0718 |
05/28/2009 |
|
50,000 |
|
$0.072 |
05/28/2009 |
|
50,000 |
|
$0.073 |
05/28/2009 |
|
50,000 |
|
$0.073 |
05/28/2009 |
|
50,000 |
|
$0.073 |