AUTOLIV INC — Director's Dealing 2015

Feb 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOLIV INC (ALV)
CIK: 0001034670
Period of Report: 2015-02-22

Reporting Person: Fredin Steven R (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-22	Common Stock	M	1533	$0.00	Acquired	3866	Direct
2015-02-24	Common Stock	M	4106	$72.95	Acquired	7972	Direct
2015-02-23	Common Stock	F	504	$112.90	Disposed	7468	Direct
2015-02-24	Common Stock	S	4106	$112.80	Disposed	3362	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-22	Restricted Stock Unit	$	M	1533	Disposed	2015-02-22	Common Stock (1533)	Direct
2015-02-24	Employee Stock Option (right to buy)	$72.95	M	4106	Disposed	2021-02-22	Common Stock (4106)	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 4, 2015.

F2: 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 $112.54 to $113.31. 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.

F3: 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 $112.78 to $112.84.

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

F5: The restricted stock units were granted under the Company's Stock Incentive Plan of 1997, as amended, at no cost to the reporting person.