SEC FORM 4

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^*

Blanchford Arthur

(Last)

(First)

(Middle)

KLARABERGSVIADUKTEN 70, SECTION C6

(Street)

STOCKHOLM

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Sales and Marketing

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/22/2018		P		632	A	$51.6758	632	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit⁽²⁾⁽³⁾⁽⁵⁾	⁽¹⁾							02/15/2019	02/15/2019	Common Stock	208.53		208.53	D
Restricted Stock Unit⁽²⁾⁽⁴⁾⁽⁶⁾	⁽¹⁾							02/15/2019	02/15/2019	Common Stock	857.0583		857.0583	D
Restricted Stock Unit⁽²⁾⁽³⁾⁽⁷⁾	⁽¹⁾							02/19/2020	02/19/2020	Common Stock	633.5806		633.5806	D
Restricted Stock Unit⁽²⁾⁽⁴⁾⁽⁸⁾	⁽¹⁾							02/19/2020	02/19/2020	Common Stock	437.1706		437.1706	D
Restricted Stock Unit⁽²⁾⁽³⁾⁽⁹⁾	⁽¹⁾							02/13/2021	02/13/2021	Common Stock	930.8355		930.8355	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock.

2. 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."

3. 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.

4. 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 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.

5. RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 15, 2016.

6. RSUs received in connection with the Spin-Off Conversion and Adjustment with respect to performance shares granted by ALV on February 15, 2016.

7. RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 19, 2017.

8. RSUs received in connection with the Spin-Off Conversion and Adjustment with respect to performance shares granted by ALV on February 19, 2017.

9. RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 13, 2018.

Remarks:

	/s/ Lars A. Sjobring, as attorney-in-fact for Arthur Blanchford	09/10/2018
	** Signature of Reporting Person	Date
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