SEC Form 4 · accession 0000899243-18-022136
Veoneer, Inc. · VNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mathias Hermansson
Officer — CFO & EVP, Financial Affairs
Period of report
Aug 10, 2018
Accepted (ET)
Aug 13, 2018 · 4:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001733186
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 10, 2018 | P | 2,500 | $55.43 | A | 2,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF3,F4,F5,F2 | — | holding | — | — | — | Feb 13, 2021 | Feb 13, 2021 | Common Stock | 7,161 | 7,161 | D |
Explanation of responses
- F1The reporting person effected multiple same-way open market purchase transactions on the same day at different prices through a trade order executed by a broker dealer. The price in the table reflects the weighted average purchase price. The range of prices for such transactions for the reporting person is $55.41 to $55.44. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares purchased at each separate price.
- F2Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock.
- F3As reported in the Registration Statement on Form 10 filed by VNE with the SEC, in connection with the distribution by Autoliv, Inc. ("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 an RSU, 50% of the outstanding stock award value, as calculated immediately prior to the spin-off, was converted to an RSU of VNE, and 50% to an RSU of ALV, with an adjustment to the number of shares as required to preserve the value inherent in the stock award before and after the distribution.
- F4(continued from Footnote 3)The conversion and adjustment described herein is referred to as the "Spin-off Conversion and Adjustment."
- F5Reflects RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 13, 2018.