0000899243-18-023715.txt : 20180904 0000899243-18-023715.hdr.sgml : 20180904 20180904161144 ACCESSION NUMBER: 0000899243-18-023715 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180830 FILED AS OF DATE: 20180904 DATE AS OF CHANGE: 20180904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlson Jan CENTRAL INDEX KEY: 0001321553 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38471 FILM NUMBER: 181052521 MAIL ADDRESS: STREET 1: C/O AUTOLIV, INC. STREET 2: KLARABERGSVIADUKTEN 70, SECTION B7 CITY: STOCKHOLM STATE: V7 ZIP: SE-111 64 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 doc4.xml FORM 4 SUBMISSION X0306 4 2018-08-30 0 0001733186 Veoneer, Inc. VNE 0001321553 Carlson Jan KLARABERGSVIADUKTEN 70, SECTION C6 STOCKHOLM V7 SE-111 64 SWEDEN 1 1 0 0 Chief Executive Officer Common Stock 2018-08-30 4 P 0 50000 50.65 A 50000 D Restricted Stock Unit 2019-02-15 2019-02-15 Common Stock 2609.935 2609.935 D Restricted Stock Unit 2019-02-15 2019-02-15 Common Stock 10729.1002 10729.1002 D Restricted Stock Unit 2020-02-19 2020-02-19 Common Stock 7929.9223 7929.9223 D Restricted Stock Unit 2020-02-19 2020-02-19 Common Stock 5471.6464 5471.6464 D Restricted Stock Unit 2021-02-13 2021-02-13 Common Stock 12114.2064 12114.2064 D Employee Stock Option (right to buy) 28.67 2015-02-19 2024-02-19 Common Stock 22888 22888 D Employee Stock Option (right to buy) 34.25 2016-02-16 2025-02-16 Common Stock 21071 21071 D The reporting person effected multiple same-way open market purchase transactions on the same day at different prices through a trade order executed by a broker dealer. The price in the table reflects the weighted average purchase price. The range of prices for such transactions for the reporting person is $50.23 to $50.88. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares purchased at each separate price. Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock. 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." 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. 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 4 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. RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 15, 2016. RSUs received in connection with the Spin-Off Conversion and Adjustment with respect to performance shares granted by ALV on February 15, 2016. RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 19, 2017. RSUs received in connection with the Spin-Off Conversion and Adjustment with respect to performance shares granted by ALV on February 19, 2017. RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 13, 2018. Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 19, 2014. 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. /s/ Lars A. Sjobring, as attorney-in-fact for Jan Carlson 2018-09-04