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*
Rode Steven

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

(Street)
STOCKHOLM V7 SE-11164

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Operations
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019
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 02/15/2019 M 1,733 A $0 6,024(1) D
Common Stock 02/15/2019 F 423 D $29 5,601 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(2)(3)(4) (5) 02/15/2019 M 1,733.6952(6) 02/15/2019 02/15/2019 Common Stock 1,733.6952 $0 40 D
Restricted Stock Unit(2)(3)(7) (5) 02/19/2020 02/19/2020 Common Stock 1,740.6866 1,740.6866 D
Restricted Stock Unit(2)(3)(8) (5) 02/13/2021 02/13/2021 Common Stock 1,513.0247 1,513.0247 D
Employee Stock Option (Right to Buy)(2)(3)(9) $34.25 02/16/2016 02/16/2025 Common Stock 4,279 4,279 D
Explanation of Responses:
1. Includes 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").
2. As 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.
3. (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."
4. Reflects 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.
5. Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock
6. Fractional RSUs associated with each tranche of RSU awards are rounded down to the nearest whole number at vesting. The fractional amounts are forfeited.
7. Reflects 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.
8. RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 13, 2018.
9. 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 Steven Rode 02/20/2019
** 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).
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