SEC Form 4 · accession 0001733186-19-000025
Veoneer, Inc. · VNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Rode
Officer — EVP, Operations
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 3:26 pm EST
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 | Feb 15, 2019 | M | 1,733 | $0.00 | A | 6,024 | D | |
| Common Stock | Feb 15, 2019 | F | 423 | $29.00 | D | 5,601 | 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 UnitF2,F3,F4,F6,F5 | — | Feb 15, 2019 | M | 1,734 | D | Feb 15, 2019 | Feb 15, 2019 | Common Stock | 1,734 | 40 | D |
| Restricted Stock UnitF2,F3,F7,F5 | — | holding | — | — | — | Feb 19, 2020 | Feb 19, 2020 | Common Stock | 1,741 | 1,741 | D |
| Restricted Stock UnitF2,F3,F8,F5 | — | holding | — | — | — | Feb 13, 2021 | Feb 13, 2021 | Common Stock | 1,513 | 1,513 | D |
| Employee Stock Option (Right to Buy)F2,F3,F9 | $34.25 | holding | — | — | — | Feb 16, 2016 | Feb 16, 2025 | Common Stock | 4,279 | 4,279 | D |
Explanation of responses
- F1Includes 4,291 shares acquired in 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").
- F2As reported in the Registration Statement on Form 10 filed by VNE with the SEC, in connection with 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% to a stock option or RSU, as applicable, of ALV, in each case 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.
- F3(continued from footnote 2) Outstanding performance shares were converted to RSUs of both AVL 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."
- F4Reflects 339.275 RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 15, 2016, and 1394.42025 RSUs received in connection with the Spin-off Conversion and Adjustment with respect to performance shares granted by ALV on February 15, 2016.
- F5Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock
- F6Fractional RSUs associated with each tranche of RSU awards are rounded down to the nearest whole number at vesting. The fractional amounts are forfeited.
- F7Reflects 1029.99205 RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 19, 2017, and 710.684515 RSUs received in connection with the Spin-off Conversion and Adjustment with respect to performance shares granted by ALV on February 19, 2017.
- F8RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 13, 2018.
- F9Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 16, 2015.