SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Veoneer, Inc. [ VNE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/15/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance-Based Restricted Stock Unit (2019 Grant) | $0.0(1) | 02/15/2021 | A | 924.9(2) | (3) | (3) | Common Stock | 924.9 | $0 | 924.9 | D | ||||
Performance-Based Restricted Stock Unit (2020 Grant) | (1) | 02/15/2021 | A | 3,094.8(4) | (3) | (3) | Common Stock | 3,094.8 | $0 | 3,094.8 | D |
Explanation of Responses: |
1. Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock. |
2. Reflects earned performance-based restricted stock units (PSs) that were granted in March 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. |
3. The 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. |
4. Reflects earned performance-based restricted stock units (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. |
Remarks: |
Lars A. Sjobring, as attorney-in-fact for Mats Backman | 02/17/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |