AUTOLIV INC — Director's Dealing 2013

Feb 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOLIV INC (ALV)
CIK: 0001034670
Period of Report: 2013-02-18

Reporting Person: Patrick Erin (Vice President Compliance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-18	Common Stock	M	300	$67.42	Acquired	300	Direct
2013-02-19	Common Stock	S	300	$68.54	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-18	Restricted Stock Unit	$	M	300	Disposed	2013-02-18	Common Stock (300)	Direct
2013-02-19	Restricted Stock Unit	$	A	237	Acquired	2016-02-19	Common Stock (237)	Direct
2013-02-19	Employee Stock Option (right to buy)	$67.42	A	712	Acquired	2023-02-19	Common Stock (712)	Direct

Footnotes

F1: Represents the closing price on February 15, 2013 (the last trading date prior to the vesting date of the restricted stock units (RSUs) from which these shares were converted). No consideration was or is payable by the reporting person.

F2: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on February 7, 2013.

F3: Each RSU represents a contingent right to receive one share of ALV common stock.

F4: The RSUs vest and convert to shares in one installment on the third anniversary of the grant date.

F5: The options vest in one installment on the first anniversary of the grant date.