AUTOLIV INC — Director's Dealing 2018

Sep 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOLIV INC (ALV)
CIK: 0001034670
Period of Report: 2018-08-31

Reporting Person: Carlson Jan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-31	Common Stock	S	42589	$89.53	Disposed	53579	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$	2019-02-15	Common Stock (1111.785)	1111.785	Direct
Restricted Stock Unit	$	2019-02-15	Common Stock (4570.4022)	4570.4022	Direct
Restricted Stock Unit	$	2020-02-19	Common Stock (3378.0032)	3378.0032	Direct
Restricted Stock Unit	$	2020-02-19	Common Stock (2330.8222)	2330.8222	Direct
Restricted Stock Unit	$	2021-02-13	Common Stock (5160.4323)	5160.4323	Direct
Employee Stock Option (right to buy)	$67.29	2024-02-19	Common Stock (9750)	9750	Direct
Employee Stock Option (right to buy)	$80.40	2025-02-16	Common Stock (8976)	8976	Direct

Footnotes

F1: The reporting person effected multiple same-way open market purchase transactions on the same day at different prices through a trade order executed by a broker dealer. The price in the table reflects the weighted average purchase price. The range of prices for such transactions for the reporting person is $89.31 to $89.72. 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 purchased at each separate price.

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

F3: As reported in the Registration Statement on Form 10 filed by Veoneer, Inc. ("VNE") with the SEC, in connection with the distribution by ALV of 100% of the outstanding shares of common stock of VNE on a pro rata basis to ALV stockholders on June 29, 2018 (the "Spin-off"), stock-based awards granted by ALV prior to the Spin-off were converted into adjusted stock-based awards relating to both shares of ALV and VNE common stock. With certain limited exceptions, the adjusted awards are subject to the same or equivalent vesting conditions and other terms that applied to the applicable original ALV award immediately before the Spin-off. For each holder of a stock option or RSU, 50% of the outstanding stock award value, as calculated immediately prior to the spin-off, was converted to a stock option or RSU, as applicable, of VNE, and 50% of a stock option or RSU, as applicable, of ALV, with an adjustment to the number of shares and, in the case of stock options, exercise price,

F4: (Continued from footnote 3) as required to preserve the value inherent in the stock award before and after the distribution. Outstanding performance shares were converted to RSUs of both AVL and VNE as described above, with the number of performance shares so converting determined based on: (i) for the period between the beginning of the performance period and December 31, 2017, the actual level of performance measured as of December 31, 2017; and (ii) for the period following December 31, 2017 and the last day of the applicable performance period, actual performance measured as of December 31, 2017, or target level performance, whichever was greater. The conversion and adjustment described herein is referred to as the "Spin-off Conversion and Adjustment."

F5: The number of RSUs held following the Spin-off Conversion and Adjustment.

F6: RSUs received in connection with the Spin-Off Conversion and Adjustment of performance shares granted by ALV on February 15, 2016.

F7: RSUs received in connection with the Spin-Off Conversion and Adjustment of performance shares granted by ALV on February 19, 2017.

F8: The number of stock options held following the Spin-Off Conversion and Adjustment.