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* Brigade Leveraged Capital Structures Offshore Ltd. (Last) (First) (Middle) C/O OGIER FIDUCIARY SVCS (CAYMAN) LTD 89 NEXUS WAY, CAMANA BAY (Street) GRAND CAYMAN E9 KY1-9007 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/29/2010	3. Issuer Name and Ticker or Trading Symbol VISTEON CORP [ VSTNQ.PK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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, $1.00 par value	3,350,000	D(1)
Common Stock, $1.00 par value	3,350,000	I	By Brigade Leveraged Capital Structures Fund Ltd(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Brigade Leveraged Capital Structures Offshore Ltd. (Last) (First) (Middle) C/O OGIER FIDUCIARY SVCS (CAYMAN) LTD 89 NEXUS WAY, CAMANA BAY (Street) GRAND CAYMAN E9 KY1-9007 (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* BRIGADE CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 399 PARK AVENUE 16TH FLOOR (Street) NEW YORK NY 10022 (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* MORGAN DONALD E III (Last) (First) (Middle) C/O BRIGADE CAPITAL MANAGMENT, LLC 399 PARK AVENUE, 16TH FLOOR (Street) NEW YORK NY 10022 (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. These securities are owned by Brigade Leveraged Capital Structures Fund Ltd. (the "Fund"), which is a Reporting Person.

2. The reported securities are directly owned by the Fund and may be deemed beneficially owned by Brigade Capital Management, LLC, the investment manager of the Fund (the "Investment Manager") and Donald E. Morgan III, the managing member of the Investment Manager. Mr. Morgan and the Investment Manager disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Brigade Leveraged Capital Structures Fund Ltd., By: /s/ Brigade Capital Management, LLC, its Investment Manager, By: /s/ Donald E.Morgan, III, Managing Member	05/07/2010
	Brigade Capital Management, LLC, By: /s/ Donald E. Morgan, III, Managing Member	05/07/2010
	/s/ Donald E. Morgan, III	05/07/2010
	** 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 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.