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^*

Swahn Christian

(Last)

(First)

(Middle)

C/O AUTOLIV, INC.

KLARABERGSVIADUKTEN 70, SECTION B7

(Street)

STOCKHOLM

SE-111 64

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AUTOLIV INC [ ALV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2023

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	02/15/2023		M		803	A	$0.00	1,822	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)
Performance-Based Restricted Stock Units (2020 Grant)	$0.00⁽¹⁾	02/15/2023		M			803.2181⁽²⁾⁽³⁾	02/15/2023	02/15/2023	Common Stock	803.2181	$0.00	0	D
Performance-Based Restricted Stock Units (2021 Grant)	$0.00⁽¹⁾	02/15/2023		A		82.0616⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	82.0616	$0.00	482.1118	D
Performance-Based Restricted Stock Units (2022 Grant)	$0.00⁽¹⁾	02/15/2023		A		328.0316⁽⁶⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	328.0316	$0.00	328.0316	D
Restricted Stock Unit	$0.00⁽¹⁾	02/15/2023		A		515		02/15/2026	02/15/2026	Common Stock	515	$0.00	515	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ALV common stock.

2. Fractional RSUs are rounded down to the nearest whole number at vesting, the fractional amount is forfeited.

3. PSU awards granted in February 2020 are comprised of a single three-year performance period (2020-2022) cliff vesting in February 2023, to the extent earned and subject to the reporting person's continued employment. Reflects the PSUs that were earned based on the level of achievement of pre-determined performance goals related to (i) Order Intake (30%), and (ii) Earnings Per Share Growth in relation to light vehicle production (70%). The goals were achieved above the threshold level.

4. PSU awards granted in February 2021 are comprised of three separate one-year performance periods for each of calendar years 2021, 2022 and 2023. All PSUs will vest following 2023, to the extent earned and subject to the reporting person's continued employment. Reflects the PSUs that were earned over the second one-year performance period (January 1, 2022 - December 31, 2022) based on the level of achievement of pre-determined performance goals related to (i) Order Intake (30%), and (ii) Earnings Per Share (70%). The goals were achieved above the threshold level.

5. The PSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the three-year performance period ending December 31, 2023 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives.

6. PSU awards granted in February 2022 are comprised of three separate one-year performance periods for each of calendar years 2022, 2023 and 2024. All PSUs will vest following 2024, to the extent earned and subject to the reporting person's continued employment. Reflects the PSUs that were earned over the first one-year performance period (January 1, 2022 - December 31, 2022) based on the level of achievement of pre-determined performance goals related to (i) Order Intake (25%), (ii) Earnings Per Share (60%), and Greenhouse Gas Emissions (15%). The goals were achieved above the threshold level.

7. The PSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the three-year performance period ending December 31, 2024 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives.

Remarks:

Executive Vice President, Global Supply Chain Management

	/s/ Brian Kelly as attorney-in-fact	02/17/2023
	** 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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