AUTOLIV INC — Director's Dealing 2012

Feb 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOLIV INC (ALV)
CIK: 0001034670
Period of Report: 2012-02-20

Reporting Person: Fredin Steven R (President, Autoliv Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-20	Common Stock	M	5000	$67.94	Acquired	7333	Direct
2012-02-20	Common Stock	S	1609	$67.69	Disposed	5724	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-20	Restricted Stock Unit	$	M	5000	Disposed	2012-02-20	Common Stock (5000)	Direct
2012-02-22	Restricted Stock Unit	$	A	1533	Acquired	2015-02-22	Common Stock (1533)	Direct
2012-02-22	Stock Option	$67.00	A	4600	Acquired	2022-02-22	Common Stock (4600)	Direct

Footnotes

F1: Represents the closing price on February 21, 2012. No consideration was or is payable by the reporting person.

F2: Reflects the issuer's withholding of shares to satisfy the reporting person's tax liability related to the vesting of the restricted stock units.

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