Statement of Changes in Beneficial Ownership (4)
March 27 2023 - 10:46AM
Edgar (US Regulatory)
FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Naughton Colin |
2. Issuer Name and Ticker or Trading
Symbol AUTOLIV INC [ ALV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
President, Autoliv Asia |
(Last)
(First)
(Middle)
C/O AUTOLIV, INC., KLARABERGSVIADUKTEN 70, SECTION
B7 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/23/2023
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(Street)
STOCKHOLM, V7 SE-111 64 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Restricted Stock Unit |
(1) |
3/23/2023 |
|
A (2) |
|
4.3933 |
|
2/18/2024 |
2/18/2024 |
Common Stock |
4.3933 |
$0.00 |
590.0953 |
D |
|
Performance-Based Restricted Stock Units (2021
Grant) |
(1) |
3/23/2023 |
|
A (2) |
|
4.1297 |
|
(3) |
(3) |
Common Stock |
4.1297 |
$0.00 |
554.6895 |
D |
|
Restricted Stock Unit |
(1) |
3/23/2023 |
|
A (2) |
|
3.9135 |
|
2/21/2025 |
2/21/2025 |
Common Stock |
3.9135 |
$0.00 |
525.6501 |
D |
|
Performance-Based Restricted Stock Units (2022
Grant) |
(1) |
3/23/2023 |
|
A (2) |
|
2.6612 |
|
(4) |
(4) |
Common Stock |
2.6612 |
$0.00 |
357.4421 |
D |
|
Restricted Stock Unit |
(1) |
3/23/2023 |
|
A (2) |
|
4.1705 |
|
2/15/2026 |
2/15/2026 |
Common Stock |
4.1705 |
$0.00 |
560.1705 |
D |
|
Explanation of
Responses: |
(1) |
Each restricted stock unit
(RSU) represents a contingent right to receive one share of ALV
common stock. |
(2) |
Dividend equivalent rights
accrued in the form of additional RSUs. Per the award agreement,
cash dividends with a record date on or after the grant date and
paid on or before the vesting date yield additional RSUs subject to
the same vesting schedule as the underlying RSUs. |
(3) |
The PSUs, as adjusted if
necessary, vest and convert to shares in one installment after the
completion of the third one-year performance period ending December
31, 2023 and the Leadership Development and Compensation
Committee's certification of the level of achievement of the
applicable performance objectives. |
(4) |
The PSUs, as adjusted if
necessary, vest and convert to shares in one installment after the
completion of the third one-year performance period ending December
31, 2024 and the Leadership Development and Compensation
Committee's certification of the level of achievement of the
applicable performance objectives. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Naughton Colin
C/O AUTOLIV, INC.
KLARABERGSVIADUKTEN 70, SECTION B7
STOCKHOLM, V7 SE-111 64 |
|
|
President, Autoliv Asia |
|
Signatures
|
/s/ Brian Kelly as
attorney-in-fact |
|
3/27/2023 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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