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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lombarte Jordi

(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)
	EVP & Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2024

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	02/18/2024		M		602	A	$0	6,537	D
Common Stock	02/20/2024		F		175	D	$111.48	6,362	D
Common Stock	02/20/2024		M		1,506	A	$0	7,868	D
Common Stock	02/20/2024		F		437	D	$111.48	7,431	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	$0⁽¹⁾	02/18/2024		M			602.5235⁽²⁾	02/18/2024	02/18/2024	Common Stock	602.5235	$0	0	D
Performance-Based Restricted Stock Units (2021 Grant)	$0⁽¹⁾	02/20/2024		A		939.9367		⁽³⁾	⁽³⁾	Common Stock	939.9367	$0	1,506.3089	D
Performance-Based Restricted Stock Units (2021 Grant)	$0⁽¹⁾	02/20/2024		M			1,506.3089⁽²⁾	02/20/2024	02/20/2024	Common Stock	1,506.3089	$0	0	D
Performance-Based Restricted Stock Units (2022 Grant)	$0⁽¹⁾	02/20/2024		A		1,025.1373⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	1,025.1373	$0	1,390.1076	D
Performance-Based Restricted Stock Units (2023 Grant)	$0⁽¹⁾	02/20/2024		A		1,094.4247⁽⁶⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	1,094.4247	$0	1,094.4247	D
Restricted Stock Unit	$0⁽¹⁾	02/20/2024		A		449		02/20/2027	02/20/2027	Common Stock	449	$0	449	D

Explanation of Responses:

1. Each 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. The performance-based RSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the third one-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.

4. 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 second one-year performance period (January 1, 2023 - December 31, 2023) 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.

5. The performance-based RSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the third one-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.

6. PSU awards granted in February 2023 are comprised of three separate one-year performance periods for each of calendar years 2023, 2024 and 2025. All PSUs will vest following 2025, 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, 2023 - December 31, 2023) 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 performance-based RSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the third one-year performance period ending December 31, 2025 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives.

	Brian Kelly by POA from Jordi Lombarte	02/21/2024
	** 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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