0001140361-22-012707.txt : 20220401 0001140361-22-012707.hdr.sgml : 20220401 20220401175407 ACCESSION NUMBER: 0001140361-22-012707 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220401 FILED AS OF DATE: 20220401 DATE AS OF CHANGE: 20220401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DURCAN DERMOT MARK CENTRAL INDEX KEY: 0001202358 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38471 FILM NUMBER: 22799697 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Veoneer, Inc. CENTRAL INDEX KEY: 0001733186 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 823720890 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26545 AMERICAN DRIVE CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 248-223-0600 MAIL ADDRESS: STREET 1: 26545 AMERICAN DRIVE CITY: SOUTHFIELD STATE: MI ZIP: 48034 4 1 form4.xml FORM 4 X0306 4 2022-04-01 true 0001733186 Veoneer, Inc. VNE 0001202358 DURCAN DERMOT MARK KLARABERGSVIADUKTEN 70 SECTION C6 STOCKHOLM V7 SE-11164 SWEDEN true Common Stock 2022-04-01 4 D 0 20648 D 0 D Restricted Stock Units 2022-04-01 4 D 0 5263 D Common Stock 5263 0 D On April 1, 2022, SSW HoldCo LP ("Buyers"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer, QUALCOMM Incorporated and SSW Merger Sub Corp, a direct, wholly owned subsidiary of Buyer ("Merger Sub"), dated as of October 4, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $37.00 in cash, without interest and subject to any required withholding taxes (the "Merger Consideration"). Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock. These RSUs were to vest on May 10, 2022. Each RSU, whether or not vested, outstanding immediately prior to the Effective Time vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU (including any shares of Issuer common stock in respect of dividend equivalent units credited thereon) multiplied by (ii) the Merger Consideration, subject to any applicable tax withholding. /s/ Lars A. Sjobring, as attorney-in-fact for Mark Durcan 2022-04-01