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