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VISTEON CORP Director's Dealing 2010

Aug 23, 2010

31294_dirs_2010-08-23_7c257456-1c0a-4ae1-818f-e16f713afbb9.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: VISTEON CORP (VSTNQ)
CIK: 0001111335
Period of Report: 2010-08-11

Reporting Person: CYRUS CAPITAL PARTNERS, LP (Member of a 10% owner group)
Reporting Person: Cyrus Opportunities Master Fund II, Ltd. (Member of a 10% owner group)
Reporting Person: CYRUS CAPITAL PARTNERS GP, LLC (Member of a 10% owner group)
Reporting Person: FREIDHEIM STEPHEN C (Member of a 10% owner group)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 600000 Indirect

Footnotes

F1: This statement is being filed by Cyrus Capital Partners, L.P. ("Cyrus"), Cyrus Opportunities Master Fund II, Ltd. ("COMF"),
Cyrus Partners G.P., L.L.C., ("Cyrus GP"), and Mr. Stephen C. Freidheim (each of COMF, Cyrus, Cyrus GP and Mr. Freidheim,
collectively, the "Reporting Persons"). COMF is a private investment fund engaged in the business of acquiring, holding and
disposing of investments in various companies. Cyrus is the investment manager of COMF and other persons and entities.
Cyrus GP is the general partner of Cyrus. Mr. Freidheim is the managing member of Cyrus GP and the Chief Investment Officer
of Cyrus.

F2: As of August 11, 2010, COMF beneficially owned directly, and each of the other Reporting Persons may be deemed to have
beneficially owned indirectly, 420,000 shares of common stock, par value $1.00 per share ("Common Stock"), of Visteon
Corporation (the "Issuer") and Stephen C. Freidheim beneficially owned directly, and each of the other Reporting Persons may
be deemed to have beneficially owned indirectly, 180,000 shares of Common Stock of the Issuer.

F3: The Issuer, certain investors (the "Investors"), including the Reporting Persons, and certain additional purchasers
("Additional Purchasers") are parties to an Equity Commitment Agreement dated as of May 6, 2010, as amended by the First
Amendment to the Equity Commitment Agreement dated as of June 13, 2010, the Second Amendment to the Equity Commitment
Agreement dated as of June 25, 2010, and the Third Amendment to the Equity Commitment Agreement dated as of August 9, 2010.
Pursuant to the Equity Commitment Agreement and its amendments, among other terms, the Investors and Additional Purchasers
agreed to purchase certain shares of the Common Stock of a reorganized Issuer. Upon entering into the Third Amendment to the
Equity Commitment Agreement, the Reporting Persons, the other Investors, and the Additional Purchasers may be deemed to be a
"group" pursuant to Section 13(d)(3) of the Exchange Act.

F4: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that each Reporting Person
is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any shares of Common Stock held by
the Investors, Additional Purchasers or the other Reporting Persons, and such beneficial ownership is expressly disclaimed.
None of the Reporting Persons have any pecuniary interest in the Common Stock except as reported on Table I of this Form 3
and therefore do not have beneficial ownership of any shares of Common Stock except as reported on Table I of this Form 3
within the meaning of Rule 16a-1(a)(2) of the Exchange Act.