SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Carlson Jan

(Last) (First) (Middle)
KLARABERGSVIADUKTEN 70, SECTION C6

(Street)
STOCKHOLM V7 SE-111 64

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Veoneer, Inc. [ VNE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/30/2018 P 50,000 A $50.65(1) 50,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit(3)(4)(6) (2) 02/15/2019 02/15/2019 Common Stock 2,609.935 2,609.935 D
Restricted Stock Unit(3)(5)(7) (2) 02/15/2019 02/15/2019 Common Stock 10,729.1002 10,729.1002 D
Restricted Stock Unit(3)(4)(8) (2) 02/19/2020 02/19/2020 Common Stock 7,929.9223 7,929.9223 D
Restricted Stock Unit(3)(5)(9) (2) 02/19/2020 02/19/2020 Common Stock 5,471.6464 5,471.6464 D
Restricted Stock Unit(3)(4)(10) (2) 02/13/2021 02/13/2021 Common Stock 12,114.2064 12,114.2064 D
Employee Stock Option (right to buy)(3)(4)(11) $28.67 02/19/2015 02/19/2024 Common Stock 22,888 22,888 D
Employee Stock Option (right to buy)(3)(4)(12) $34.25 02/16/2016 02/16/2025 Common Stock 21,071 21,071 D
Explanation of Responses:
1. The 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.
2. Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock.
3. As 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."
4. As 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.
5. As 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.
6. RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 15, 2016.
7. RSUs received in connection with the Spin-Off Conversion and Adjustment with respect to performance shares granted by ALV on February 15, 2016.
8. RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 19, 2017.
9. RSUs received in connection with the Spin-Off Conversion and Adjustment with respect to performance shares granted by ALV on February 19, 2017.
10. RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 13, 2018.
11. Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 19, 2014.
12. Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 16, 2015.
Remarks:
/s/ Lars A. Sjobring, as attorney-in-fact for Jan Carlson 09/04/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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