Sec Form 4 Filing - Carlson Jan @ AUTOLIV INC - 2018-03-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Carlson Jan 2. Issuer Name and Ticker or Trading Symbol AUTOLIV INC [ ALV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O AUTOLIV, INC., KLARABERGSVIADUKTEN 70, SECTION B7 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2018 (Street) STOCKHOLM, V7SE-111 64 4. If Amendment, Date Original Filed (MM/DD/YY) 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)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 ) 03/08/2018 A( 2 )( 3 ) 19.016 02/19/2020( 4 ) 02/19/2020( 4 ) Common Stock 19.016 $ 0 4,772.6989 D Restricted Stock Unit ( 1 ) 03/08/2018 A( 3 )( 5 ) 29.0499 02/13/2021( 6 ) 02/13/2021( 6 ) Common Stock 29.0499 $ 0 7,291.0499 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carlson Jan C/O AUTOLIV, INC. KLARABERGSVIADUKTEN 70, SECTION B7 STOCKHOLM, V7SE-111 64 X President and CEO Signatures /s/ Jan Carlson 03/12/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit (RSU) represents a contingent right to receive one share of ALV common stock. ( 2 )Reflects dividend equivalent rights accrued in the form of additional RSUs in respect of RSUs granted to the reporting person on February 19, 2017. ( 3 )Per the terms of the award agreement, any cash dividend paid with respect to the ALV'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 additional RSUs are subject to the same vesting schedule as the underlying RSUs. ( 4 )The RSUs vest and convert to shares in one installment on the third anniversary of the grant date of the RSUs granted to the reporting person on February 19, 2017. ( 5 )Reflects dividend equivalent rights accrued in the form of additional RSUs in respect of RSUs granted to the reporting person on February 13, 2018. ( 6 )The RSUs vest and convert to shares in one installment on the third anniversary of the grant date of the RSUs granted to the reporting person on February 13, 2018.

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).

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