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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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*
TCW GROUP INC

(Last) (First) (Middle)
865 SOUTH FIGUEROA STREET

(Street)
LOS ANGELES CA 90017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VIASYSTEMS GROUP INC [ VIAS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, par value $0.01 per share 03/05/2010 S 2,425(1)(6)(7)(8) D $21.943 7,479 I See footnotes(1)(6)(7)(8)
Common Stock, par value $0.01 per share 03/08/2010 S 173(1)(6)(7)(8) D $22.027 7,306 I See footnotes(1)(6)(7)(8)
Common Stock, par value $0.01 per share 03/12/2010 S 1,686(1)(6)(7)(8) D $22 5,620 I See footnotes(1)(6)(7)(8)
Common Stock, par value $0.01 per share 03/15/2010 S 1,253(1)(6)(7)(8) D $22 4,367 I See footnotes(1)(6)(7)(8)
Common Stock, par value $0.01 per share 03/19/2010 S 1,469(1)(6)(7)(8) D $22 2,898 I See footnotes(1)(6)(7)(8)
Common Stock, par value $0.01 per share 04/08/2010 S 1,469(1)(6)(7)(8) D $21.842 1,429 I See footnotes(1)(6)(7)(8)
Common Stock, par value $0.01 per share 04/09/2010 S 1,429(1)(6)(7)(8) D $21.917 0 I See footnotes(1)(6)(7)(8)
Common Stock, par value $0.01 per share 03/05/2010 S 539(2)(6)(7)(8) D $21.943 1,662 I See footnotes(2)(6)(7)(8)
Common Stock, par value $0.01 per share 03/08/2010 S 38(2)(6)(7)(8) D $22.027 1,624 I See footnotes(2)(6)(7)(8)
Common Stock, par value $0.01 per share 03/12/2010 S 375(2)(6)(7)(8) D $22 1,249 I See footnotes(2)(6)(7)(8)
Common Stock, par value $0.01 per share 03/15/2010 S 278(2)(6)(7)(8) D $22 971 I See footnotes(2)(6)(7)(8)
Common Stock, par value $0.01 per share 03/19/2010 S 327(2)(6)(7)(8) D $22 644 I See footnotes(2)(6)(7)(8)
Common Stock, par value $0.01 per share 04/08/2010 S 327(2)(6)(7)(8) D $21.842 317 I See footnotes(2)(6)(7)(8)
Common Stock, par value $0.01 per share 04/09/2010 S 317(2)(6)(7)(8) D $21.917 0 I See footnotes(2)(6)(7)(8)
Common Stock, par value $0.01 per share 03/05/2010 S 336(3)(6)(7)(8) D $21.943 1,039 I See footnotes(3)(6)(7)(8)
Common Stock, par value $0.01 per share 03/08/2010 S 24(3)(6)(7)(8) D $22.027 1,015 I See footnotes(3)(6)(7)(8)
Common Stock, par value $0.01 per share 03/12/2010 S 234(3)(6)(7)(8) D $22 781 I See footnotes(3)(6)(7)(8)
Common Stock, par value $0.01 per share 03/15/2010 S 174(3)(6)(7)(8) D $22 607 I See footnotes(3)(6)(7)(8)
Common Stock, par value $0.01 per share 03/19/2010 S 204(3)(6)(7)(8) D $22 403 I See footnotes(3)(6)(7)(8)
Common Stock, par value $0.01 per share 04/08/2010 S 204(3)(6)(7)(8) D $21.842 199 I See footnotes(3)(6)(7)(8)
Common Stock, par value $0.01 per share 04/09/2010 S 199(3)(6)(7)(8) D $21.917 0 I See footnotes(3)(6)(7)(8)
Common Stock, par value $0.01 per share 15,562,558 I See footnotes(4)(5)(6)(7)(8)
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
1. Name and Address of Reporting Person*
TCW GROUP INC

(Last) (First) (Middle)
865 SOUTH FIGUEROA STREET

(Street)
LOS ANGELES CA 90017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TCW ASSET MANAGEMENT CO

(Last) (First) (Middle)
865 SOUTH FIGUEROA STREET

(Street)
LOS ANGELES CA 90017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares were held directly by TCW LINC III CBO Ltd. ("LINC").
2. The shares were held directly by Crescent/MACH I Partners, L.P. ("CMI").
3. The shares were held directly by Plaza II Emerging Market CBO Limited ("Plaza", and collectively with LINC and CMI, the "Funds").
4. The shares (the "Viasystems Shares") are held directly by VG Holdings, LLC ("Holdings"). TCW Shared Opportunities Fund III, L.P. ("SHOP") is party to that certain Limited Liability Company Agreement of Holdings, dated as of February 11, 2010 (the "LLC Agreement"), among SHOP, Hicks, Muse, Tate & Furst Equity Fund III, L.P. and certain of its affiliates and GSC Recovery II, L.P. and certain of its affiliates, pursuant to which such persons (each an "Investor Party") have agreed to, among other things, designate up to five (5) nominees for election to the board of directors of Holdings and to vote the Viasystems Shares in favor of such nominees. As a result, the Investor Parties may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act of 1934, as amended (the "Exchange Act"), and each Investor Party may be deemed to beneficially own Viasystems Shares that may be beneficially owned by the other Investor Parties.
5. Except as set forth herein, SHOP disclaims any beneficial ownership of (i) any securities reported as directly owned by Holdings, and this report shall not be deemed an admission that SHOP is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest as a member of Holdings, and (ii) any Viasystems Shares that may be beneficially owned by any other Investor Party, and this report shall not be deemed an admission that SHOP is the beneficial owner of such Viasystems Shares for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest in such Viasystems Shares. Other than SHOP, neither the Reporting Persons (as defined below) nor any of the parties described in this report is a party to or bound by the LLC Agreement.
6. The Funds and SHOP have delegated all disposition and voting discretion to TCW Asset Management Company, a California corporation ("TAMCO"), and thus disclaim any beneficial ownership of the securities reported herein. TAMCO is the Investment Advisor to each Fund and SHOP, and disclaims beneficial ownership of the securities reported herein as indirectly owned, except to the extent of any pecuniary interest. TAMCO is wholly owned by The TCW Group, Inc., a Nevada corporation ("TCWG", and together with TAMCO, the "Reporting Persons") which disclaims beneficial ownership of securities reported as indirectly owned except to the extent of its pecuniary interest in TAMCO by virtue of TCWG's ownership thereof.
7. TCWG, together with its direct and indirect subsidiaries, collectively constitute The TCW Group, Inc. business unit (the "TCW Business Unit"). The TCW Business Unit is primarily engaged in the provision of investment management services. The ultimate parent company of TCWG is Societe Generale, S.A., a company incorporated under the laws of France ("SG"). The principal business of SG is acting as a holding company for a global financial services group, which includes certain distinct specialized business units that are independently operated, including the TCW Business Unit. SG, for purposes of the federal securities laws, may be deemed ultimately to control TCWG and the TCW Business Unit. SG, its executive officers and directors, and its direct and indirect subsidiaries (including all of its business units except the TCW Business Unit), may be deemed to beneficially own securities of the Issuer and such securities are not reported in this statement.
8. In accordance with Exchange Act Release No. 34-39538 (January 12, 1998) and due to the separate management and independent operation of its business units, SG disclaims beneficial ownership of securities of the Issuer beneficially owned by the TCW Business Unit. Each member of the TCW Business Unit disclaims beneficial ownership of securities of the Issuer beneficially owned by SG and any of SG's other business units.
/s/ George P. Hawley 06/10/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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