Sec Form 4 Filing - Park Yong Hwan @ VISTEON CORP - 2015-06-09

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 Park Yong Hwan 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) CEO, HVCC (Last) (First) (Middle) VISTEON CORPORATION, ONE VILLAGE CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2015 (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 06/09/2015( 1 ) M 36,031 A 36,031 D Common Stock 06/09/2015( 1 ) D 36,031 D $ 108.96 0 D Common Stock 06/09/2015( 2 ) M 2,908 A 2,908 D Common Stock 06/09/2015( 2 ) D 2,908 D $ 108.96 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 Performance Rights ( 3 ) 06/09/2015 M 36,031 ( 3 ) 12/31/2015 Common Stock 36,031 ( 3 ) 0 D Restricted Stock Units ( 4 ) 06/09/2015 M 2,908 ( 4 ) 10/29/2015 Common Stock 2,908 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Park Yong Hwan VISTEON CORPORATION ONE VILLAGE CENTER DRIVE VAN BUREN TOWNSHIP, MI48111 CEO, HVCC Signatures Heidi A. Sepanik, Secretary, Visteon Corporation, on behalf of Yong Hwan Park 06/11/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Performance Rights vested on June 9, 2015 and were converted and paid to me in cash without any election or action on my part. The value of each right was based on the fair market value of Visteon common stock as of June 9, 2015. No shares of common stock were acquired or sold in connection with the vesting of these Performance Rights. ( 2 )Each Restricted Stock Unit, which is the economic equivalent of one share of Visteon common stock, vested on June 9, 2015 based on the occurrence of a change in control as defined in the applicable plan or award agreement, and was converted and paid to me in cash without any election or action on my part. The value of each unit was based on the fair market value of Visteon common stock as of June 9, 2015. No shares of common stock were acquired or sold in connection with the vesting of these Restricted Stock Units. ( 3 )Each Performance Right represents a contingent right to receive one share of Visteon common stock. The Performance Rights vested based on a total shareholder return goal over the performance period and were paid in cash at the election of the Company. The performance period concluded as of June 8, 2015, based on the occurrence of a change in control as defined in the applicable award agreement. ( 4 )Restricted Stock Units vest to the extent of 33% of the units granted each year following the first annivesary of the date of grant until the third 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.

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.