SEC Form 4 · accession 0000899243-18-024131

Veoneer, Inc. · VNE

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

Reporting owner

Arthur Blanchford

Officer — EVP, Sales and Marketing

Period of report

Aug 22, 2018

Accepted (ET)

Sep 10, 2018 · 4:16 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 Stock	Aug 22, 2018	P	632	$51.6758	A	632	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 Unit^F2,F3,F5,F1	—	holding	—	—	—	Feb 15, 2019	Feb 15, 2019	Common Stock	209	209	D
Restricted Stock Unit^F2,F4,F6,F1	—	holding	—	—	—	Feb 15, 2019	Feb 15, 2019	Common Stock	857	857	D
Restricted Stock Unit^F2,F3,F7,F1	—	holding	—	—	—	Feb 19, 2020	Feb 19, 2020	Common Stock	634	634	D
Restricted Stock Unit^F2,F4,F8,F1	—	holding	—	—	—	Feb 19, 2020	Feb 19, 2020	Common Stock	437	437	D
Restricted Stock Unit^F2,F3,F9,F1	—	holding	—	—	—	Feb 13, 2021	Feb 13, 2021	Common Stock	931	931	D

Explanation of responses

F1Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock.
F2As 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."
F3As 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.
F4As 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 3 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.
F5RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 15, 2016.
F6RSUs received in connection with the Spin-Off Conversion and Adjustment with respect to performance shares granted by ALV on February 15, 2016.
F7RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 19, 2017.
F8RSUs received in connection with the Spin-Off Conversion and Adjustment with respect to performance shares granted by ALV on February 19, 2017.
F9RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 13, 2018.