SEC Form 4 · accession 0000899243-18-023715
Veoneer, Inc. · VNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Jan Carlson
Officer — Chief Executive Officer · Director
Period of report
Aug 30, 2018
Accepted (ET)
Sep 4, 2018 · 4:11 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 30, 2018 | P | 50,000 | $50.65 | A | 50,000 | 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,F6,F2 | — | holding | — | — | — | Feb 15, 2019 | Feb 15, 2019 | Common Stock | 2,610 | 2,610 | D |
| Restricted Stock UnitF3,F5,F7,F2 | — | holding | — | — | — | Feb 15, 2019 | Feb 15, 2019 | Common Stock | 10,729 | 10,729 | D |
| Restricted Stock UnitF3,F4,F8,F2 | — | holding | — | — | — | Feb 19, 2020 | Feb 19, 2020 | Common Stock | 7,930 | 7,930 | D |
| Restricted Stock UnitF3,F5,F9,F2 | — | holding | — | — | — | Feb 19, 2020 | Feb 19, 2020 | Common Stock | 5,472 | 5,472 | D |
| Restricted Stock UnitF3,F4,F10,F2 | — | holding | — | — | — | Feb 13, 2021 | Feb 13, 2021 | Common Stock | 12,114 | 12,114 | D |
| Employee Stock Option (right to buy)F3,F4,F11 | $28.67 | holding | — | — | — | Feb 19, 2015 | Feb 19, 2024 | Common Stock | 22,888 | 22,888 | D |
| Employee Stock Option (right to buy)F3,F4,F12 | $34.25 | holding | — | — | — | Feb 16, 2016 | Feb 16, 2025 | Common Stock | 21,071 | 21,071 | 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 $50.23 to $50.88. 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.
- F10RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 13, 2018.
- F11Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 19, 2014.
- F12Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 16, 2015.
- 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. The conversion and adjustment described herein is referred to as the "Spin-off Conversion and Adjustment."
- F4As a result of the Spin-off Conversion and Adjustment, for each holder of ALV stock options or RSUs, 50% of the outstanding stock award value, as calculated immediately prior to the Spin-off, was converted into a stock option or RSU, as applicable, of VNE, and 50% of a stock option or RSU, as applicable, of ALV, 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.
- F5As a result of the Spin-off Conversion and Adjustment, outstanding performance shares were converted into RSUs of both ALV and VNE as described in footnote 4 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.
- F6RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 15, 2016.
- F7RSUs received in connection with the Spin-Off Conversion and Adjustment with respect to performance shares granted by ALV on February 15, 2016.
- F8RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 19, 2017.
- F9RSUs received in connection with the Spin-Off Conversion and Adjustment with respect to performance shares granted by ALV on February 19, 2017.