Sec Form 4 Filing - Liu Xiaozhi @ AUTOLIV INC - 2018-09-06

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 Liu Xiaozhi 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O AUTOLIV, INC., KLARABERGSVIADUKTEN 70, SECTION B7 3. Date of Earliest Transaction (MM/DD/YY) 09/06/2018 (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 ) 09/06/2018 A( 2 ) 4.4066 ( 3 ) ( 3 ) Common Stock 4.4066 $ 0 613.802 ( 4 ) ( 5 ) ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liu Xiaozhi C/O AUTOLIV, INC. KLARABERGSVIADUKTEN 70, SECTION B7 STOCKHOLM, V7SE-111 64 X Signatures /s/ Zachariah Miller, as attorney-in-fact 09/10/2018 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 )Dividend equivalent rights accrued in the form of additional RSUs to RSUs granted on May 8, 2018. 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 RSUs vest and convert to shares in one installment on the earlier of (a) the date of ALV's 2019 annual stockholder meeting, or (b) the one-year anniversary of May 8, 2018. ( 4 )As reported in the Registration Statement on Form 10 filed by Veoneer, Inc. ("VNE") with the SEC, in connection with the distribution by 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"), stock-based awards granted by ALV prior to the Spin-off were converted into adjusted stock-based awards relating to both shares of ALV and VNE common stock. ( 5 )(Continued from footnote 4) 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 an RSU, 50% of the outstanding stock award value, as calculated immediately prior to the spin-off, was converted to an RSU of VNE, and 50% to an RSU of ALV, with an adjustment to the number of shares as required to preserve the value inherent in the stock award before and after the distribution. The conversion and adjustment described herein is referred to as the "Spin-off Conversion and Adjustment." ( 6 )The number of RSUs held following the Spin-off Conversion and Adjustment.

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