AUTOLIV INC — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOLIV INC (ALV)
CIK: 0001034670
Period of Report: 2017-02-19

Reporting Person: Patrick Erin (VP, Compliance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-19	Common Stock	M	225	$0.00	Acquired	225	Direct
2017-02-21	Common Stock	S	225	$105.04	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-19	Restricted Stock Unit	$	M	225	Disposed	2017-02-19	Common Stock (225)	Direct
2017-02-19	Restricted Stock Unit	$	A	374	Acquired	2020-02-19	Common Stock (374)	Direct

Footnotes

F1: 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, Inc. 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 $104.78 to $105.39. 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.

F2: Each restricted stock unit represents a contingent right to receive one share of ALV common stock.

F3: The restricted stock units vest and convert to shares in one installment on the third anniversary of the grant date.