SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Pekar Raymond B.

(Last)

(First)

(Middle)

KLARABERGSVIADUKTEN 70 SECTION C6

(Street)

STOCKHOLM

SE-11164

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2021

3. Issuer Name and Ticker or Trading Symbol
Veoneer, Inc. [ VNE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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)
Common Stock	12,495⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)⁽²⁾⁽³⁾	02/22/2013	02/22/2022	Common Stock	1,853	$20.25	D
Employee Stock Option (Right to Buy)⁽²⁾⁽⁴⁾	02/19/2014	02/19/2023	Common Stock	2,651	$20.91	D
Employee Stock Option (Right to Buy)⁽²⁾⁽⁵⁾	02/19/2015	02/19/2024	Common Stock	1,883	$28.67	D
Employee Stock Option (Right to Buy)⁽²⁾	02/16/2016	02/16/2025	Common Stock	3,195	$34.25	D
Restricted Stock Unit⁽²⁾⁽⁶⁾	02/19/2022⁽⁷⁾	02/19/2022⁽⁷⁾	Common Stock	1,345	$0.0	D
Restricted Stock Unit⁽²⁾⁽⁶⁾	02/18/2023⁽⁷⁾	02/18/2023⁽⁷⁾	Common Stock	3,146	$0.0	D
Restricted Stock Unit⁽²⁾⁽⁶⁾	02/16/2024⁽⁷⁾	02/16/2024⁽⁷⁾	Common Stock	8,197	$0.0	D
Performance-Based Restricted Stock Unit (2019 Grant)	⁽⁸⁾	⁽⁸⁾	Common Stock	134.4⁽⁹⁾	$0.0	D
Performance-Based Restricted Stock Unit (2020 Grant)	⁽⁸⁾	⁽⁸⁾	Common Stock	314.4⁽¹⁰⁾	$0.0	D

Explanation of Responses:

1. Includes 2,947 shares acquired in the distribution by Autoliv, Inc. ("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").

2. As reported in the Registration Statement on Form 10 filed by VNE with the SEC, in connection with the Spin-off, stock-based awards granted by ALV prior to the Spin-of 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% to a stock option or RSU, as applicable, of ALV, in each case with an adjustment to the number of shares and, in the case of stock options, exercise price, as required to preserve the value inherent in the stock award before and after the distribution.

3. Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 22, 2012.

4. Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 19, 2013.

5. Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 19, 2014.

6. Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock.

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

8. The performance-based restricted stock units (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.

9. Reflects earned 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, 2020 - December 31, 2020 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.

10. Reflects 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, 2020 - December 31, 2020 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.

Remarks:

See Exhibit 24 - Power of Attorney

	Lars A. Sjobring as attorney-in-fact for Ray Pekar	03/08/2021
	** 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).
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