Statement of Changes in Beneficial Ownership (4)
February 18 2022 - 4:28PM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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
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Sjobring Lars |
2. Issuer Name and Ticker or Trading Symbol
Veoneer, Inc.
[
VNE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
KLARABERGSVIADUKTEN 70, SECTION C6 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/16/2022 |
(Street)
STOCKHOLM, V7 SE-11164
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/16/2022 | | M | | 4477 | A | $0 | 29986 | D | |
Common Stock | 2/16/2022 | | F | | 1281 | D | $35.38 | 28705 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | $0.0 (1) | 2/16/2022 | | A | | 11984 | | (2) | (2) | Common Stock | 11984.0 | $0 | 11984 | D | |
Performance-Based Restricted Stock Unit (2019 Grant) | $0.0 (1) | 2/16/2022 | | A | | 3504.60 (3) | | 2/16/2022 (4) | 2/16/2022 (4) | Common Stock | 3504.6 | $0 | 3504.60 | D | |
Performance-Based Restricted Stock Unit (2020 Grant) | $0.0 (1) | 2/16/2022 | | A | | 7427.16 (5) | | (4) | (4) | Common Stock | 7427.16 | $0 | 7427.16 | D | |
Performance-Based Restricted Stock Unit (2021 Grant) | $0.0 (1) | 2/16/2022 | | A | | 2431.08 (6) | | (4) | (4) | Common Stock | 2431.08 | $0 | 2431.08 | D | |
Performance-Based Restricted Stock Unit (2019 Grant) | $0.0 (1) | 2/16/2022 | | M | | | 4477 (7) | 2/16/2022 | 2/16/2022 | Common Stock | 4477.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock. |
(2) | The RSUs vest and convert to shares in one installment on the third anniversary of the grant date. |
(3) | Reflects earned performance-based restricted stock units (PSs) that were granted in February 2019. PSs may be earned over a three-year performance period (January 1, 2019 - December 31, 2021) based on level of achievement of 1-year annual gross margin performance objectives. The annual gross margin performance objective for the January 1, 2021 - December 31, 2021 performance period was achieved above the threshold for earning PSs for the period, and such earned PSs are subject to downward adjustment based on the issuers share price measured at the end of the three-year performance period. |
(4) | The PSs, as adjusted downward, if necessary, vest and convert to shares in one installment after the completion of the related three-year performance period and the Compensation Committee's certification of the level of achievement of the performance objectives. |
(5) | Reflects earned performance-based restricted stock units (PSs) that were granted in February 2020. PSs may be earned over a three-year performance period (January 1, 2020 - December 31, 2022) based on level of achievement of 1-year annual gross margin performance objectives. The annual gross margin performance objective for the January 1, 2021 - December 31, 2021 performance period was achieved above the threshold for earning PSs for the period, and such earned PSs are subject to downward adjustment based on the issuers share price measured at the end of the three-year performance period. |
(6) | Reflects earned performance-based restricted stock units (PSs) that were granted in February 2021. PSs may be earned over a three-year performance period (January 1, 2021 - December 31, 2023) based on level of achievement of 1-year annual gross margin performance objectives. The annual gross margin performance objective for the January 1, 2021 - December 31, 2021 performance period was achieved above the threshold for earning PSs for the period, and such earned PSs are subject to downward adjustment based on the issuers share price measured at the end of the three-year performance period. |
(7) | Fractional PSs associated with each tranche of PS awards are rounded down to the nearest whole number at vesting. The fractional amounts are forfeited. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sjobring Lars KLARABERGSVIADUKTEN 70 SECTION C6 STOCKHOLM, V7 SE-11164 |
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| See Remarks |
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Signatures
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Lars Sjobring | | 2/16/2022 |
**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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