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 AUTOLIV INC [ ALV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/23/2022 | ||||||||||||||||||||||||||
| 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 | ||||||||
| Restricted Stock Unit | (1) | 03/23/2022 | A(2) | 11.8842 | 07/01/2023 | 07/01/2023 | Common Stock | 11.8842 | $0.00 | 1,437.0655 | D | ||||
| Restricted Stock Unit | (1) | 03/23/2022 | A(2) | 19.433 | (3) | (3) | Common Stock | 19.433 | $0.00 | 2,349.8796 | D | ||||
| Performance-Based Restricted Stock Units (2021 Grant) | (1) | 03/23/2022 | A(2) | 3.2225(4) | (5) | (5) | Common Stock | 3.2225 | $0.00 | 389.6729 | D | ||||
| Restricted Stock Unit | (1) | 03/23/2022 | A(2) | 4.1314 | 02/18/2024 | 02/18/2024 | Common Stock | 4.1314 | $0.00 | 499.5807 | D | ||||
| Restricted Stock Unit | (1) | 03/23/2022 | A(2) | 3.8859 | 02/21/2025 | 02/21/2025 | Common Stock | 3.8859 | $0.00 | 469.8859 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit (RSU) represents a contingent right to receive one share of ALV common stock. |
| 2. Dividend equivalent rights accrued in the form of additional RSUs. Per the award agreement, cash dividends with a record date on or after the grant date and paid on or before the vesting date yield additional RSUs subject to the same vesting schedule as the underlying RSUs. |
| 3. The RSUs vest in three approximately equal installments on each of the first, second and third anniversaries of the July 1, 2020 grant date, subject to the reporting person's continued employment with the issuer on each such date. |
| 4. PSU awards granted in February 2021 are comprised of three separate one-year performance periods for each of calendar years 2021, 2022 and 2023. All PSUs will vest following 2023, to the extent earned and subject to the reporting person's continued employment. Reflects the PSUs that were earned over the first one-year performance period (January 1, 2021 - December 31, 2021) based on the level of achievement of pre-determined performance goals related to (i) Order Intake (30%), and (ii) Earnings Per Share (70%). The goals were achieved above the threshold level. |
| 5. The PSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the three-year performance period ending December 31, 2023 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives. |
| Remarks: |
| Executive Vice President, Human Resources and Sustainability |
| /s/ Brian Kelly as attorney-in-fact | 03/25/2022 | |
| ** 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. | ||