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^*
GRAY III WILLIAM H

(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) 
X | Director | | 10% Owner
| Officer (give title below) | | Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2005

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 | | | | | | | | 3,259 | D |

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 | | | |
DCP Visteon Stock Units | ^(1) | 05/11/2005 | | A | | 3,000 | | ^(1) | ^(1) | Common Stock | 3,000 | ^(1) | 15,670 | D |
Restricted Stock Units | ^(2) | 05/12/2005 | | A | | 2,865 | | ^(2) | ^(2) | Common Stock | 2,865 | $0.00 | 3,872 | D |
Explanation of Responses:
1. These Visteon Stock Fund Units result from a stock grant credited to my account by the Company, without payment by me, under the Company's Deferred Compensation Plan for Non-Employee Directors. These Visteon Stock Fund Units will be converted and distributed to me, without payment, on January 15th of the year following termination of board service, based upon the then current market value of a share of common stock.
2. These Restricted Stock Units were credited to my account, without payment by me, under the Company's Non-Employee Director Stock Unit Plan. Each Resticted Stock Unit will be converted and distributed to me, without payment, in cash following the termination of board service, and based upon the then current market value of a share of Visteon common stock.
Remarks:
| Heidi A. Diebol, Secretary, Visteon Corporation, on behalf of William H. Gray, III | 05/13/2005
| ** 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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