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Rule 144

Rule 144 regarding Visteon Restricted Stock

Why are my shares of Visteon Common Stock restricted?
In connection with our plan of reorganization, we issued shares in a rights offering that was exempt from registration under the Securities Act (i.e. a non-public offering).  Shares acquired directly or indirectly from the issuer or an affiliate of an issuer in a transaction that is not a public offering are “restricted securities” (as defined by Rule 144).  As disclosed in the rights offering subscription materials, the shares issued in the rights offering are “restricted securities” (as defined by Rule 144 under the Securities Act).

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How do I know if my shares of Visteon Common Stock are restricted?
Shares of Visteon Common Stock identified by CUSIP No. 92839U 404 and CUSIP No. 92839U 305 are “restricted securities” (as defined by Rule 144).

Additionally, if you have a certificate that contains a legend noting Security Act transfer restrictions, the shares represented by that certificate are “restricted securities” (as defined by Rule 144).

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I own restricted shares of Visteon Common Stock, when can I transfer my shares?
Restricted securities cannot be transferred or sold except in a transaction that is either (1) registered under the Securities Act or (2) exempt from the registration requirements of the Securities Act.

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I own restricted shares of Visteon Common Stock, can I sell my shares under Rule 144?
So long as Visteon remains subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a person who is not an “affiliate” (as defined by Rule 144) of the Visteon and has not been an affiliate of Visteon for the preceding 90 days can generally transfer restricted shares of Visteon Common Stock under Rule 144 if:

  • A minimum of six months have elapsed since the time the shares were acquired from either Visteon or an affiliate of Visteon (for most holders this holding period will be satisfied beginning April 1, 2011); and
  • Visteon has filed all reports required under Section 13 or 15(d) of the Exchange Act (other than Form 8-Ks) and submitted electronically and posted on its website every interactive data file required to be pursuant to Rule 405 during the twelve months preceding the transfer.

If you sell restricted shares of Visteon Common Stock in accordance with the provisions of Rule 144, the buyer will received shares that are not “restricted securities” (as defined by Rule 144).

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What is the process for selling my shares pursuant to Rule 144?
The broker will confirm there are no restrictions on the transfer of your shares and contact the Transfer Agent to ascertain what additional documentation is required to effect the transfer (e.g. stock power, DWAC (Deposition and Withdrawal at Custodian) instructions, etc.)

You will have provide a Stockholder certificate confirming you have met the requirements to transfer the shares under Rule 144 as well as an opinion of legal counsel certifying that the Transfer Agent can remove the legend from your certificates.

If the trade is of QIB CUSIP Shares, the broker will need to “reverse” DWAC the Shares to the Transfer Agent together with the submission of appropriate documentation.    The Transfer Agent will then credit the Unrestricted CUSIP and DWAC shares to the buyer’s broker.

If the trade is of Accredited CUSIP shares, the broker will need to submit appropriate documentation to the Transfer Agent, and the Transfer Agent will credit the Unrestricted CUSIP, DWAC the shares to the buyer’s broker.

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How do I know if I am an affiliate under Rule 144?
Affiliation can arise either directly or indirectly through another company, partnership, estate or limited liability company that is an affiliate of the issuing company. In general, an affiliate is a person who has the ability, directly or indirectly, by stock ownership, contract or otherwise to control or influence the control of the issuing company. Obviously, affiliates include directors, officers and stockholders who own ten percent or more of the issuing company's voting stock, but may include others.  You must be a "non-affiliate" of the company for at least 90 days to sell your restricted shares as a non-affiliate under Rule 144 without being subject to manner of sale, volume, notice and other limitations and requirements.

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Do I have to use a stockbroker/brokerage firm?
Under Rule 144 a broker is required for public sales for non-affiliates after six months holding and until one year holding. After the one year holding a non-affiliate may request legend removal directly from the transfer agent without the use of a broker

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Is there a limit to the number of shares I can sell under Rule 144?
There is a limit only if you are an affiliate of the issuing company. If you are an affiliate, in a three month period, you can sell only

  • a maximum of one percent ofthe number issued and outstanding shares the issuing company has stated in its most recently published report - on the PinkSheets for non-reporting companies or in or in the SEC filing, or
  • if the stock is traded on NASDAQ or an exchange, the average weekly trading volume for the full four week period preceding the date you file your Form 144 with the SEC, if it is higher than the one percent limitation.

The limit applies only to the stock you sell in reliance upon Rule 144, and does not include free trading stock you own or stock you sell under a registration statement, all of which could be sold simultaneously.

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I own restricted shares of Visteon Common Stock and cannot satisfy the requirements of Rule 144, but believe there is another exemption available that would allow me to transfer these shares, can I transfer my shares pursuant to an exemption other than Rule 144?
If you believe your shares are transferable pursuant to an exemption under the Securities Act other than Rule 144, we are happy to work with your counsel to effect a transfer.  Please note, you will need to satisfy both us and the transfer agent that an exemption for the registration requirement of the Securities Act is available and that your transfer satisfies the requirements of such exemption (an opinion of your legal counsel will likely be required).

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Can I get the restriction removed without selling my shares?
So long as Visteon remains subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Securities Act transfer restriction on your shares can be removed (regardless of whether or not you are transferring the shares) after one year has elapsed since date the shares were acquired from either Visteon or an affiliate of Visteon.

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Where can I get the documents necessary to obtain a legal opinion in connection with a sale under Rule 144?
If you would like Visteon to provide a legal opinion in connection with a sale pursuant to Rule 144, you can send an e-mail to Visteon_Ownership_Confirmation@kirkland.com requesting the documentation necessary to support a Rule 144 legal opinion and the documents will be sent to you via return email.

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