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^*
KILL JOHN F

(Last) | (First) | (Middle)
VISTEON CORPORATION
ONE VILLAGE CENTER DRIVE

(Street) 
VAN BUREN TOWNSHIP | MI | 48111

(City) | (State) | (Zip)

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

5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
| Director | | 10% Owner
X | Officer (give title below) | | Other (specify below)
Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2006

4. 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 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 | 09/14/2006^(1) | | M | | 15,000 | A | ^(1) | 35,526 | D |
Common Stock | 09/14/2006^(1) | | D | | 15,000 | D | $9.825 | 20,526 | D |
Common Stock | | | | | | | | 0^(2) | I | By Company Plan

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 | | | |
Restricted Stock Units | ^(1) | 09/14/2006^(1) | | M | | | 15,000 | ^(3) | 09/14/2007 | Common Stock | 15,000 | ^(1) | 15,000 | D |
Explanation of Responses:
1. Each Restricted Stock Unit, which is the economic equivalent of one share of Visteon common stock, was automatically converted and paid to me in cash upon vesting on September 14, 2006. The value of each unit was based on the fair market value of Visteon common stock as of September 14, 2006.
2. Since the date of the reporting person's last report, 975 shares previously owned through the Visteon Investment Plan were involuntarily sold by the plan administrator due to the elimination of the Visteon Stock Fund as an investment option.
3. Restricted Stock Units vest to the extent of 50% of the units following the first annivesary of the date of grant and 50% on the second anniverary of the date of grant. Each Restricted Stock Unit will be converted and distributed to me, without payment, in cash 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 John F. Kill | 09/18/2006
| ** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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