Sec Form 4 Filing - Lombarte Jordi @ AUTOLIV INC - 2022-02-18

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 Lombarte Jordi 2. Issuer Name and Ticker or Trading Symbol AUTOLIV INC [ ALV] 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) C/O AUTOLIV, INC., KLARABERGSVIADUKTEN 70, SECTION B7 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2022 (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 Common Stock 02/18/2022 M 679 A $ 0 2,951 D Common Stock 02/18/2022 F 231 D $ 99.3 2,720 D Common Stock 02/21/2022 M 2,651( 3 ) A $ 0 5,371 D Common Stock 02/21/2022 F 796 D $ 99.3 4,575 D

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 $ 0( 1 ) 02/18/2022 M 679.9113( 2 ) 02/18/2022 02/18/2022 Common Stock 679.9113 $ 0 0 D Performance-Based Restricted Stock Units (2019 Grant) $ 0( 1 ) 02/21/2022 M 2,651.6541( 2 )( 3 ) 02/21/2022 02/21/2022 Common Stock 2,651.6541 $ 0 0 D Performance-Based Restricted Stock Units (2021 Grant) $ 0( 1 ) 02/21/2022 A 441.3168( 4 ) ( 5 ) ( 5 ) Common Stock 441.3168 $ 0 441.3168 D Restricted Stock Unit $ 0( 1 ) 02/21/2022 A 504 02/21/2025 02/21/2025 Common Stock 504 $ 0 504 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lombarte Jordi C/O AUTOLIV, INC. KLARABERGSVIADUKTEN 70, SECTION B7 STOCKHOLM, V7SE-111 64 See Remarks Signatures /s/ Brian Kelly as attorney-in-fact 02/23/2022 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 )Fractional RSUs are rounded down to the nearest whole number at vesting, the fractional amount is forfeited. ( 3 )Reflects performance-based restricted stock units (PSUs) that were granted in February 2019, which PSUs were earned over a three-year performance period (January 1, 2019 - December 31, 2021) based on the level of achievement of pre-determined performance goals related to (i) Order Intake (35%), and (ii) Earnings Per Share Growth in relation to Light Vehicle Production (65%). The goals were achieved above the threshold level. ( 4 )PSU awards granted in February 2021 are comprised of three separate one-year performance periods for each of calendar years 2021, 2022 and 2023. All PSUs will vest following 2023, to the extent earned and subject to the reporting person's continued employment. Reflects the PSUs that were earned over the first one-year performance period (January 1, 2021 - December 31, 2021) based on the level of achievement of pre-determined performance goals related to (i) Order Intake (30%), and (ii) Earnings Per Share (70%). The goals were achieved above the threshold level. ( 5 )The PSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the three-year performance period ending December 31, 2023 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives.

Remarks: EVP and Chief Technology Officer

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).

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