0001140361-22-012706.txt : 20220401 0001140361-22-012706.hdr.sgml : 20220401 20220401175405 ACCESSION NUMBER: 0001140361-22-012706 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: Schmickler Hans Christoph CENTRAL INDEX KEY: 0001862473 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38471 FILM NUMBER: 22799696 MAIL ADDRESS: STREET 1: KLARABERGSVIADUKTEN 70, SECTION C6BOX 13 CITY: STOCKHOLM STATE: V7 ZIP: SE- 103 02 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 0001862473 Schmickler Hans Christoph KLARABERGSVIADUKTEN 70 SECTION C6 STOCKHOLM V7 SE-11164 SWEDEN true EVP, Product Area Common Stock 2022-04-01 4 D 0 486 D 0 D Restricted Stock Units 2022-04-01 4 D 0 2565 D Common Stock 2565 0 D Restricted Stock Units 2022-04-01 4 D 0 1213 D Common Stock 1213 0 D Restricted Stock Units 2022-04-01 4 D 0 2698 D Common Stock 2698 0 D Restricted Stock Units 2022-04-01 4 D 0 5818 D Common Stock 5818 0 D Performance-Based Restricted Stock Unit (2020 Grant) 2022-04-01 4 D 0 2034 D Common Stock 2034 0 D Performance-Based Restricted Stock Unit (2021 Grant) 2022-04-01 4 D 0 1245 D Common Stock 1245 0 D Performance-Based Restricted Stock Unit (2021 Grant) 2022-04-01 4 D 0 2769 D Common Stock 2769 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 March 2, 2023. 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. These RSUs were to vest on February 16, 2024. These RSUs were to vest on May 7, 2024. These RSUs were to vest on February 16, 2025. Reflects earned performance-based restricted stock units (PSs) that were granted in February 2021. PSs may be earned over a three-year performance period (January 1, 2021 - December 31, 2023) based on level of achievement of 1-year annual gross margin performance objectives. A portion of these PSs were previously earned. Each PS, 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 and subject to applicable tax withholding, equal to the product of (i) the number of shares of Issuer common stock underlying such PSs (including any shares of Issuer common stock in respect of dividend equivalent units credited thereon) determined based on the attainment of the applicable performance metrics at (x) the actual level of performance for any performance periods that have concluded prior to the date of the Merger Agreement, and (y) the greater of the target level of performance or actual level of performance measured through the closing of the Merger (as determined by the Issuer's Board of Directors), for any performance periods that would have otherwise concluded following the signing of the Merger Agreement, in each case, multiplied by (ii) the Merger Consideration. Reflects earned performance-based restricted stock units (PSs) that were granted in February 2021. PSs may be earned over a three-year performance period (January 1, 2021 - December 31, 2023) based on level of achievement of 1-year annual gross margin performance objectives. A portion of these PSs were previously earned. Reflects earned performance-based restricted stock units (PSs) that were granted in May 2021. PSs may be earned over a three-year performance period (January 1, 2021 - December 31, 2023) based on level of achievement of 1-year annual gross margin performance objectives. A portion of these PSs were previously earned. /s/ Lars A. Sjobring, as attorney-in-fact for Hans Christoph Schmickler 2022-04-01