0001733186-19-000025.txt : 20190220 0001733186-19-000025.hdr.sgml : 20190220 20190220152636 ACCESSION NUMBER: 0001733186-19-000025 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190215 FILED AS OF DATE: 20190220 DATE AS OF CHANGE: 20190220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rode Steven CENTRAL INDEX KEY: 0001546040 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38471 FILM NUMBER: 19618095 MAIL ADDRESS: STREET 1: C/O AUTOLIV, INC. STREET 2: VASAGATAN 11, 7TH FLOOR CITY: STOCKHOLM STATE: V7 ZIP: SE-111 20 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 wf-form4_155069438219824.xml FORM 4 X0306 4 2019-02-15 0 0001733186 Veoneer, Inc. VNE 0001546040 Rode Steven KLARABERGSVIADUKTEN 70 SECTION C6 STOCKHOLM V7 SE-11164 SWEDEN 0 1 0 0 EVP, Operations Common Stock 2019-02-15 4 M 0 1733 0 A 6024 D Common Stock 2019-02-15 4 F 0 423 29 D 5601 D Restricted Stock Unit 2019-02-15 4 M 0 1733.6952 0 D 2019-02-15 2019-02-15 Common Stock 1733.6952 40 D Restricted Stock Unit 2020-02-19 2020-02-19 Common Stock 1740.6866 1740.6866 D Restricted Stock Unit 2021-02-13 2021-02-13 Common Stock 1513.0247 1513.0247 D Employee Stock Option (Right to Buy) 34.25 2016-02-16 2025-02-16 Common Stock 4279.0 4279 D Includes 4,291 shares acquired in 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"). As reported in the Registration Statement on Form 10 filed by VNE with the SEC, in connection with 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. For each holder of a stock option or RSU, 50% of the outstanding stock award value, as calculated immediately prior to the spin-off, was converted to a stock option or RSU, as applicable, of VNE, and 50% to a stock option or RSU, as applicable, of ALV, in each case 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. (continued from footnote 2) Outstanding performance shares were converted to RSUs of both AVL and VNE as described 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. The conversion and adjustment described herein is referred to as the "Spin-off Conversion and Adjustment." Reflects 339.275 RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 15, 2016, and 1394.42025 RSUs received in connection with the Spin-off Conversion and Adjustment with respect to performance shares granted by ALV on February 15, 2016. Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock Fractional RSUs associated with each tranche of RSU awards are rounded down to the nearest whole number at vesting. The fractional amounts are forfeited. Reflects 1029.99205 RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 19, 2017, and 710.684515 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 16, 2015. /s/ Lars A. Sjobring, as attorney-in-fact for Steven Rode 2019-02-20