AUTOLIV INC — Director's Dealing 2019

Feb 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUTOLIV INC (ALV)
CIK: 0001034670
Period of Report: 2019-02-15

Reporting Person: Mogefors Svante (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	M	1226	$0.00	Acquired	11757	Direct
2019-02-15	Common Stock	M	298	$0.00	Acquired	12055	Direct
2019-02-20	Common Stock	S	1524	$80.69	Disposed	10531	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Restricted Stock Unit	$	M	1226.6295	Disposed	2019-02-15	Common Stock (1226.6295)	Direct
2019-02-15	Restricted Stock Unit	$	M	298.215	Disposed	2019-02-15	Common Stock (298.215)	Direct
2019-02-18	Restricted Stock Unit	$	A	850	Acquired	2022-02-18	Common Stock (850)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 28, 2018.

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, 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 $80.52 to $80.98. 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 performance shares that converted to restricted stock units (RSUs) in connection with the spin-off of the issuer's wholly-owned subsidiary Veoneer, Inc. on June 29, 2018.

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

F5: Fractional RSUs are rounded down to the nearest whole number at vesting. The fractional amount is forfeited.

F6: The RSUs vest and convert to shares in one installment on the third anniversary of the grant date.

F7: The RSUs vest and convert to shares in three approximately equal installments on each of the first, second, and third anniversaries of the grant date. This is the final installment.