Sec Form 3 Filing - KEMPNER THOMAS L JR @ VISTEON CORP - 2010-04-29

FORM 3 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

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1. Name and Address of Reporting Person KEMPNER THOMAS L JR 2. Issuer Name and Ticker or Trading Symbol VISTEON CORP [ VSTNQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O DAVIDSON KEMPNER PARTNERS, 65 EAST 55TH STREET, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/29/2010 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $1.00 11,550,000 ( 1 ) ( 2 ) ( 3 ) ( 4 ) I ( 1 ) ( 2 ) ( 3 ) ( 4 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KEMPNER THOMAS L JR C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK, NY10022 X DOWICZ STEPHEN M C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK, NY10022 X DAVIDSON SCOTT E C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK, NY10022 X LEVART TIMOTHY I C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK, NY10022 X BRIVIO ROBERT J JR C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK, NY10022 X Epstein Eric Philip C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK, NY10022 X Yoseloff Anthony Alexander C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK, NY10022 X Friedman Avram Z C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK, NY10022 X BASTABLE CONOR C/O DAVIDSON KEMPNER PARTNERS 65 EAST 55TH STREET, 19TH FLOOR NEW YORK, NY10022 X Signatures /s/ Thomas L. Kempner, Jr. 05/10/2010 Signature of Reporting Person Date By: Stephen M. Dowicz, By: /s/ Thomas L. Kempner, Jr., Attorney-in-Fact*** 05/10/2010 Signature of Reporting Person Date By: Scott E. Davidson, By: /s/ Thomas L. Kempner, Jr., Attorney-in-Fact*** 05/10/2010 Signature of Reporting Person Date By: Timothy I. Levart, By: /s/ Thomas L. Kempner, Jr., Attorney-in-Fact*** 05/10/2010 Signature of Reporting Person Date By: Robert J. Brivio, Jr., By: /s/ Thomas L. Kempner, Jr., Attorney-in-Fact*** 05/10/2010 Signature of Reporting Person Date By: Eric P. Epstein, By: /s/ Thomas L. Kempner, Jr., Attorney-in-Fact*** 05/10/2010 Signature of Reporting Person Date By: Anthony A. Yoseloff, By: /s/ Thomas L. Kempner, Jr., Attorney-in-Fact*** 05/10/2010 Signature of Reporting Person Date By: Avram Z. Friedman, By: /s/ Thomas L. Kempner, Jr., Attorney-in-Fact*** 05/10/2010 Signature of Reporting Person Date By: Conor Bastable, By: /s/ Thomas L. Kempner, Jr., Attorney-in-Fact*** 05/10/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Davidson Kempner Partners, Davidson Kempner Institutional Partners, L.P., M.H. Davidson & Co., M.H. Davidson & Co. GP, L.L.C., Davidson Kempner International, Ltd., Davidson Kempner Distressed Opportunities Fund LP, Davidson Kempner Distressed Opportunities International Ltd., MHD Management Co., MHD Management Co. GP, L.L.C. Davidson Kempner Advisers Inc., Davidson Kempner International Advisors, L.L.C., DK Group LLC, DK Management Partners LP, DK Stillwater GP LLC, Thomas L. Kempner, Jr., Stephen M. Dowicz, Scott E. Davidson, Timothy I. Levart, Robert J. Brivio, Jr., Eric P. Epstein, Anthony A. Yoseloff, Avram Z. Friedman and Conor Bastable ( 2 )(collectively, the "Reporting Persons") own an aggregate of 11,550,000 shares of common stock of Visteon Corporation (the "Issuer") of which (i) Davidson Kempner Partners is the record owner of 577,500 shares, (ii) Davidson Kempner Institutional Partners, L.P. is the record owner of 1,212,750 shares, (iii) M.H. Davidson & Co. is the record owner of 103,945 shares, (iv) Davidson Kempner International, Ltd. is the record owner of 1,351,350 shares, (v) Davidson Kempner Distressed Opportunities Fund LP is the record owner of 2,644,952 shares and (vi) Davidson Kempner Distressed Opportunities International Ltd. is the record owner of 5,659,503 shares. ( 3 )The Reporting Persons, together with Plainfield Asset Management LLC, Plainfield Special Situations Master Fund II Limited, Plainfield OC Master Fund Limited, Plainfield Liquid Strategies Master Fund Limited, Max Holmes, Brigade Capital Management, LLC, Brigade Leveraged Capital Structures Fund Ltd. and Donald E. Morgan, III (collectively, the "Equity Holders"), may be deemed to have formed a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended ("Section 13(d)"), owning more than 10% of the Issuer's outstanding common stock. Each of the Reporting Persons disclaims membership in a group with the other Equity Holders for purposes of Section 13(d). ( 4 )Each of the Reporting Persons disclaims beneficial ownership of all securities described above except to the extent of their pecuniary interest therein.

Remarks: This is Part Three of a three part Form 3 filing. Part One is filed by Davidson Kempner Partners. Part Two is filed by Davidson KempnerDistressed Opportunities Fund LP. Parts One, Two and Three are filed to indicate all Reporting Persons. Parts Two and Three arenot separate Form 3 filings.*** Duly authorized pursuant to Power of Attorney, dated May 7, 2010, by and on behalf of Thomas L. Kempner, Jr., Stephen M. Dowicz,Scott E. Davidson, Timothy I. Levart, Robert J. Brivio, Jr., Eric P. Epstein, Anthony A. Yoseloff, Avram Z. Friedman and Conor Bastable,appointing Thomas L. Kempner, Jr., Timothy I. Levart, Anthony A. Yoseloff and Avram Z. Friedman, and each of them severally, asattorneys-in-fact, included as Exhibit 24 to this Form 3.

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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