SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Ziparo Peter M

(Last)

(First)

(Middle)

VISTEON CORPORATION

ONE VILLAGE CENTER DRIVE

(Street)

VAN BUREN TOWNSHIP

48111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2014

3. Issuer Name and Ticker or Trading Symbol
VISTEON CORP [ VC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P. & General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,154	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	03/07/2021	Common Stock	6,215	$74.08	D
Employee Stock Option (right to buy)	⁽¹⁾	02/27/2022	Common Stock	1,517	$53.57	D
Employee Stock Option (right to buy)	⁽¹⁾	03/26/2021	Commom Stock	3,014	$84.67	D
Performance Rights	⁽²⁾	12/31/2014	Common Stock	2,348	⁽²⁾	D
Performance Rights	⁽³⁾	12/31/2015	Common Stock	5,845	⁽³⁾	D
Performance Rights	⁽²⁾	12/31/2016	Commonn Stock	2,086	⁽²⁾	D
Resrticted Stock Units	⁽⁴⁾	10/29/2015	Common Stock	944	⁽⁴⁾	D
Restricted Stock Units	⁽⁴⁾	03/27/2016	Common Stock	1,089	⁽⁴⁾	D

Explanation of Responses:

1. The option is exercisable to the extent of one-third of the shares optioned after one year from the date of grant, two-thirds in two years and in full after three years.

2. Each performance right represents a contingent right to receive one share of Visteon common stock. The performance rights vest based on relative total shareholder return over a three year performance period and are payable in stock or cash at the election of the Company, subject to tax withholding.

3. Each performance right represents a contingent right to receive one share of Visteon common stock. The vesting of the performance rights is based on achievement of a total shareholder return goal during a three year performance period, and is payable in stock or cash at the election of the Company, subject to tax withholding.

4. Restricted Stock Units vest to the extent of 33% of the units granted each year following the first anniversary of the dtate of grant until the third anniversary of the datet of grant. Each Restricted Stock Unit will be converted and distributed to me, without payment, in stock (or cash at the eletion of the Company) upon vesting and based upon the then current market value of a share of Visteon common stock, subject to tax withholding.

Remarks:

	Heidi A. Sepanik, Secretary, Visteon Corporation on behalf of Peter M. Ziparo	04/03/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.