FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

MURRAY BRAD

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/29/2018 

3. Issuer Name and Ticker or Trading Symbol

AUTOLIV INC [ALV]

(Last)        (First)        (Middle)

C/O AUTOLIV, INC., KLARABERGSVIADUKTEN 70, SECTION B7

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President, Autoliv Asia /

(Street)

STOCKHOLM, V7 SE-111 64       

(City)              (State)              (Zip)
5. 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


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (1)   (1) Common Stock   225   (2)   (3) D    
Restricted Stock Unit   2/19/2020   (4) 2/19/2020   (4) Common Stock   683.768   (2) (5)   (3) D    
Restricted Stock Unit   2/13/2021   (4) 2/13/2021   (4) Common Stock   1004.9302   (2) (5)   (3) D    
Restricted Stock Unit   (6) 2/15/2019   (4) 2/15/2019   (4) Common Stock   676   (2)   (3) D    
Restricted Stock Unit   (6) 2/19/2020   (4) 2/19/2020   (4) Common Stock   683.768   (2) (5)   (3) D    
Employee Stock Option (right to buy)   2/22/2013   2/22/2022   Common Stock   1008   (2) $67.00   (2) D    
Employee Stock Option (right to buy)   2/19/2014   2/19/2023   Common Stock   3149   (2) $69.18   (2) D    
Employee Stock Option (right to buy)   2/19/2015   2/19/2024   Common Stock   2238   (2) $94.87   (2) D    
Employee Stock Option (right to buy)   2/16/2016   2/16/2025   Common Stock   1873   (2) $113.36   (2) D    

Explanation of Responses:
(1)  The restricted stock units (RSUs) granted to the reporting person on February 15, 2016 vest and convert to shares in approximately installments on the first, second and third anniversaries of the grant date of the RSUs.
(2)  On June 29, 2018, the issuer completed its spin-off of its wholly-owned subsidiary Veoneer, Inc. (the "Spin-off"). The number of shares underlying RSUs and stock options and, in the case of stock options, the exercise price, were adjusted in connection with the Spin-off. Because the adjustment calculations were not available as of the date of this filing, this Form 3 reflects the reporting person's holdings on a pre-adjustment basis.
(3)  Each RSU represents a contingent right to receive one share of issuer common stock.
(4)  The RSUs vest and convert to shares in one installment on the third anniversary of the grant date.
(5)  Includes dividend equivalent rights accrued in the form of additional RSUs in respect of the RSUs granted to the reporting person. Per the terms of the award agreement, any cash dividend paid with respect to Autoliv's common stock for which the record date occurs on or after the grant date and the payment date occurs on or before the vesting date will result in a credit of additional RSUs, which are subject to the same vesting schedule as the underlying RSUs.
(6)  Reflects performance shares that converted to RSUs in connection with the Spin-off.

Remarks:
See Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MURRAY BRAD
C/O AUTOLIV, INC.
KLARABERGSVIADUKTEN 70, SECTION B7
STOCKHOLM, V7 SE-111 64


President, Autoliv Asia

Signatures
/s/ Zachariah Miller as attorney-in-fact for Brad Murray 7/9/2018
** 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 5(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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