Sec Form 4 Filing - Pallash Robert C @ VISTEON CORP - 2013-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Pallash Robert C 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 (Last) (First) (Middle) VISTEON CORPORATION, ONE VILLAGE CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2013 (Street) VAN BUREN TOWNSHIP, MI48111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/31/2013( 1 ) M 837 A 837 D Common Stock 12/31/2013( 1 ) D 837 D $ 81.745 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Appreciation Right $ 74.08 12/31/2013 D( 2 ) 5,747 ( 3 ) 03/07/2021 Common Stock 5,747 $ 0 11,492 D Stock Appreciation Right $ 53.57 12/31/2013 D( 2 ) 4,141 ( 3 ) 02/27/2022 Common Stock 4,141 $ 0 2,069 D Performance Right ( 4 ) 12/31/2013 D( 5 ) 1,381 ( 4 ) 12/31/2014 Common Stock 1,381 $ 0 5,029 D Performance Right ( 6 ) 12/31/2013 D( 5 ) 37,858 ( 6 ) 12/31/2015 Common Stock 37,858 $ 0 22,195 D Restricted Stock Unit ( 7 ) 12/31/2013 D( 8 ) 484 ( 7 ) 02/28/2015 Common Stock 484 $ 0 1,562 D Restricted Stock Unit ( 1 ) 12/31/2013 D 8,854 ( 1 ) 10/29/2015 Common Stock 8,854 $ 0 837 D Restricted Stock Unit ( 1 ) 12/31/2013( 1 ) M 837 ( 1 ) 10/29/2015 Common Stock 837 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pallash Robert C VISTEON CORPORATION ONE VILLAGE CENTER DRIVE VAN BUREN TOWNSHIP, MI48111 Senior Vice President Signatures Heidi A. Sepanik, Secretary, Visteon Corporation on behalf of Robert C. Pallash 01/03/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit, which is the economic equivalent of one share of Visteon common stock, vested on December 31, 2013 pursuant to the terms of the Executive Severance Plan. Each unit was converted and paid to me in cash without any election or action on my part, and the value of each unit was based on the fair market value of Visteon common stock as of December 31, 2013. No shares of common stock were acquired or sold in connection with the vesting of these Restricted Stock Units. ( 2 )These stock appreciation rights were forfeited in connection with Mr. Pallash's departure from the Company. ( 3 )The stock appreciation right is exercisable to the extent of 33% of the rights granted after one year from the date of grant, 66% in two years and in full after three years. ( 4 )Each performance right represents a contingent right to receive one share of Visteon common stock. The vesting of the performance rights is based on relative shareholder return over a three year performace period and payable in stock (or cash at the election of Visteon), subject to tax withholding. ( 5 )These performance rights were forfeited in connection with Mr. Pallash's departure from the Company. ( 6 )Each performance right represents a contingent right to receive one share of Visteon common stock. The vesting of the performance rights is based on achievment of a total shareholder return goal during a three year performace period and payable in stock (or cash at the election of Visteon), subject to tax withholding. ( 7 )Restricted stock units vest to the extent of 33% of the units granted each year following the first anniversary of the date of grant until the third anniversary of the date of grant. Each restricted stock unit will be converted and distributed to me, without payment, in stock (or cash at the election of Visteon), subject to cash withholding. ( 8 )These restricted stock units were forfeited in connection with Mr. Pallash's departure from the Company.

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.
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.