FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fitzgerald Steven S
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/YYYY)

8/8/2017
(Street)

VAN BUREN TOWNSHIP, MI 48111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  114   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Employee Stock Option (right to buy)   $74.40   8/8/2017     D   (1)       978      (2) 11/6/2017   Common Stock   978   $0.00   489   D    
Employee Stock Option (right to buy)   $94.77   8/8/2017     D   (1)       2477      (2) 3/2/2024   Common Stock   2477   $0.00   0   D    
Performance Right     (3) 8/8/2017     D   (4)       809      (3) 1/31/2019   Common Stock   809   $0.00   0   D    
Performance Right     (3) 8/8/2017     D   (4)       1186      (3) 1/31/2020   Common Stock   1186   $0.00   0   D    
Restricted Stock Unit     (5) 8/8/2017     D   (6)       337      (5) 6/9/2019   Common Stock   337   $0.00   0   D    
Restricted Stock Units     (5) 8/8/2017     D   (6)       712      (5) 3/3/2020   Common Stock   712   $0.00   0   D    

Explanation of Responses:
(1)  These stock options were forfeited in connection with Mr. Fitzgerald's departure from the Company.
(2)  The option is exercisable to the extent of 33% of the shares optioned after one year from the date of grant, 66% in two years and in full after three years.
(3)  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 total shareholder return over a three year performace period and payable in stock (or cash at the election of Visteon), subject to tax withholding.
(4)  These performance rights were forfeited in connection with Mr. Fitzgerald's departure from the Company.
(5)  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.
(6)  These restricted stock units were forfeited in connection with Mr. Fitzgerald's departure from the Company.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fitzgerald Steven S
VISTEON CORPORATION
ONE VILLAGE CENTER DRIVE
VAN BUREN TOWNSHIP, MI 48111


Senior Vice President

Signatures
Heidi A. Sepanik, Secretary, Visteon Corporation on behalf of Steven S. Fitzgerald 8/10/2017
** 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.
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 control number.
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