AUTOLIV INC — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOLIV INC (ALV)
CIK: 0001034670
Period of Report: 2014-02-22

Reporting Person: Fredin Steven R (President Autoliv Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-22	Common Stock	M	1369	$0.00	Acquired	3702	Direct
2014-02-24	Common Stock	M	5500	$59.01	Acquired	9202	Direct
2014-02-24	Common Stock	S	5500	$95.29	Disposed	3702	Direct
2014-02-24	Common Stock	S	1369	$95.74	Disposed	2333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-22	Restricted Stock Unit	$	M	1369	Disposed	2014-02-22	Common Stock (1369)	Direct
2014-02-24	Employee Stock Option (right to buy)	$59.01	M	5500	Disposed	2017-02-14	Common Stock (5500)	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on February 7, 2014.

F2: Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $95.16 to $95.40.

F3: The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The broker aggregated all shares to be sold by all Autoliv employees on such date and sold them in multiple blocks. The price in the table reflects the weighted average sale price of such block trades on such date. The potential range of prices for such transactions for the reporting person is $95.70 to $95.82. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.

F4: Each restricted stock unit represents a contingent right to receive one share of ALV common stock.

F5: 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.