SEC Form 4 · accession 0000899243-18-024106

AUTOLIV INC · ALV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Each restricted stock unit (RSU) represents a contingent right to receive one share of ALV common stock.
• F10Dividend equivalent rights accrued in the form of additional RSUs to RSUs granted on February 13, 2018.
• F11The RSUs vest and convert to shares in one installment on the third anniversary of February 13, 2018.
• F12RSUs received in connection with the Spin-Off Conversion and Adjustment of performance shares granted by ALV on February 15, 2016.
• F13RSUs received in connection with the Spin-Off Conversion and Adjustment of RSUs granted by ALV on February15, 2016.
• F14The number of stock options held following the Spin-Off Conversion and Adjustment.
• F2Dividend equivalent rights accrued in the form of additional RSUs to RSUs granted on February 19, 2017.
• F3Per the award agreement, cash dividends with a record date on or after the grant date and paid on or before the vesting date yield additional RSUs subject to the same vesting schedule as the underlying RSUs.
• F4The RSUs vest and convert to shares in one installment on the third anniversary of February 19, 2017.
• F5As reported in the Registration Statement on Form 10 filed by Veoneer, Inc. ("VNE") with the SEC, in connection with the distribution by ALV of 100% of the outstanding shares of common stock of VNE on a pro rata basis to ALV stockholders on June 29, 2018 (the "Spin-off"), stock-based awards granted by ALV prior to the Spin-off were converted into adjusted stock-based awards relating to both shares of ALV and VNE common stock. With certain limited exceptions, the adjusted awards are subject to the same or equivalent vesting conditions and other terms that applied to the applicable original ALV award immediately before the Spin-off. For each holder of a stock option or RSU, 50% of the outstanding stock award value, as calculated immediately prior to the spin-off, was converted to a stock option or RSU, as applicable, of VNE, and 50% of a stock option or RSU, as applicable, of ALV,
• F6(Continued from footnote 5) with an adjustment to the number of shares and, in the case of stock options, exercise price, as required to preserve the value inherent in the stock award before and after the distribution. Outstanding performance shares were converted to RSUs of both ALV and VNE as described above, with the number of performance shares so converting determined based on: (i) for the period between the beginning of the performance period and December 31, 2017, the actual level of performance measured as of December 31, 2017; and (ii) for the period following December 31, 2017 and the last day of the applicable performance period, actual performance measured as of December 31, 2017, or target level performance, whichever was greater. The conversion and adjustment described herein is referred to as the "Spin-off Conversion and Adjustment."
• F7The number of RSUs held following the Spin-off Conversion and Adjustment.
• F8RSUs received in connection with the Spin-Off Conversion and Adjustment of performance shares granted by ALV on February 19, 2017.
• F9Dividend equivalent rights accrued in the form of additional RSUs.

Remarks

Executive Vice President, Legal Affairs; General Counsel; Secretary