0001733186-21-000042.txt : 20210308 0001733186-21-000042.hdr.sgml : 20210308 20210308182207 ACCESSION NUMBER: 0001733186-21-000042 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210301 FILED AS OF DATE: 20210308 DATE AS OF CHANGE: 20210308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pekar Raymond B. CENTRAL INDEX KEY: 0001848335 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38471 FILM NUMBER: 21723398 MAIL ADDRESS: STREET 1: 26360 AMERICAN DRIVE CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER NAME: FORMER CONFORMED NAME: Pekar Ray DATE OF NAME CHANGE: 20210226 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 3 1 wf-form3_161524570802372.xml FORM 3 X0206 3 2021-03-01 0 0001733186 Veoneer, Inc. VNE 0001848335 Pekar Raymond B. KLARABERGSVIADUKTEN 70 SECTION C6 STOCKHOLM V7 SE-11164 SWEDEN 0 1 0 0 EVP, Chief Financial Officer Common Stock 12495 D Employee Stock Option (Right to Buy) 20.25 2013-02-22 2022-02-22 Common Stock 1853.0 D Employee Stock Option (Right to Buy) 20.91 2014-02-19 2023-02-19 Common Stock 2651.0 D Employee Stock Option (Right to Buy) 28.67 2015-02-19 2024-02-19 Common Stock 1883.0 D Employee Stock Option (Right to Buy) 34.25 2016-02-16 2025-02-16 Common Stock 3195.0 D Restricted Stock Unit 0.0 2022-02-19 2022-02-19 Common Stock 1345.0 D Restricted Stock Unit 0.0 2023-02-18 2023-02-18 Common Stock 3146.0 D Restricted Stock Unit 0.0 2024-02-16 2024-02-16 Common Stock 8197.0 D Performance-Based Restricted Stock Unit (2019 Grant) 0.0 Common Stock 134.4 D Performance-Based Restricted Stock Unit (2020 Grant) 0.0 Common Stock 314.4 D Includes 2,947 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-of 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. Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 22, 2012. Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 19, 2013. 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. Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock. The RSUs vest and convert to shares in one installment on the third anniversary of the grant date. The performance-based restricted stock units (PSs), as adjusted downward, if necessary, vest and convert to shares in one installment after the completion of the related three-year performance period and the Compensation Committee's certification of the level of achievement of the performance objectives. Reflects earned PSs that were granted in February 2019. PSs may be earned over a three-year performance period (January 1, 2019 - December 31, 2021) based on level of achievement of 1-year annual gross margin performance objectives. The annual gross margin performance objective for the January 1, 2020 - December 31, 2020 was achieved above the threshold for earning PSs for the period, and such earned PSs are subject to downward adjustment based on the issuers share price measured at the end of the three-year performance period. Reflects PSs that were granted in February 2020. PSs may be earned over a three-year performance period (January 1, 2020 - December 31, 2022) based on level of achievement of 1-year annual gross margin performance objectives. The annual gross margin performance objective for the January 1, 2020 - December 31, 2020 was achieved above the threshold for earning PSs for the period, and such earned PSs are subject to downward adjustment based on the issuers share price measured at the end of the three-year performance period. See Exhibit 24 - Power of Attorney Lars A. Sjobring as attorney-in-fact for Ray Pekar 2021-03-08 EX-24 2 ex-24.htm RAY PEKAR - SECTION 16 POWER OF ATTORNEY

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints each of Lars A. Sjobring, Leslie R. Ravestein, Deborah A. Cox, Julie A. Mediamolle and David A. Brown, signing singly, the undersigned's true and lawful attorney-in-fact with full power and authority to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Veoneer, Inc. (the "Company"), Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 and timely file such forms (including amendments thereto) with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.

[Signature on following page]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd of February, 2021

By: /s/ Ray Pekar
Name: Ray Pekar