AUTOLIV INC — Director's Dealing 2011

Feb 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOLIV INC (ALV)
CIK: 0001034670
Period of Report: 2011-02-19

Reporting Person: Ward Michael Jon (President, Autoliv Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-19	Common Stock	M	2000	$72.95	Acquired	2750	Direct
2011-02-22	Common Stock	S	2000	$72.97	Disposed	750	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-19	Restricted Stock Unit	$	M	2000	Disposed	2011-02-19	Common Stock (2000)	Direct
2011-02-22	Restricted Stock Unit	$	A	1452	Acquired	2014-02-22	Common Stock (1452)	Direct
2011-02-22	Stock Option	$72.95	A	4355	Acquired	2021-02-22	Common Stock (4355)	Direct

Footnotes

F1: Represents the closing price on February 22, 2011. No consideration was or is payable by the reporting person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.97 to $73.00, inclusive. The reporting person undertakes to provide to Autoliv, Inc., any security holder of Autoliv, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.

F3: The Restricted Stock Units and the Stock Options were granted under the Company's Stock Incentive Plan of 1997, as amended, at no cost to the reporting person.