Sec Form 4 Filing - Oldorff Frithjof @ AUTOLIV INC - 2023-03-23

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Oldorff Frithjof 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) President, Autoliv Europe (Last) (First) (Middle) C/O AUTOLIV, INC., KLARABERGSVIADUKTEN 70, SECTION B7 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2023 (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 ) 03/23/2023 A( 2 ) 5.4936 02/18/2024 02/18/2024 Common Stock 5.4936 $ 0 737.8849 D Performance-Based Restricted Stock Units (2021 Grant) ( 1 ) 03/23/2023 A( 2 ) 5.1639 ( 3 ) ( 3 ) Common Stock 5.1639 $ 0 693.6118 D Restricted Stock Unit ( 1 ) 03/23/2023 A( 2 ) 4.8841 02/21/2025 02/21/2025 Common Stock 4.8841 $ 0 656.0197 D Performance-Based Restricted Stock Units (2022 Grant) ( 1 ) 03/23/2023 A( 2 ) 3.3264 ( 4 ) ( 4 ) Common Stock 3.3264 $ 0 446.8026 D Restricted Stock Unit ( 1 ) 03/23/2023 A( 2 ) 5.2206 02/15/2026 02/15/2026 Common Stock 5.2206 $ 0 701.2206 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oldorff Frithjof C/O AUTOLIV, INC. KLARABERGSVIADUKTEN 70, SECTION B7 STOCKHOLM, V7SE-111 64 President, Autoliv Europe Signatures /s/ Brian Kelly as attorney-in-fact 03/27/2023 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. 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 PSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the third one-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. ( 4 )The PSUs, as adjusted if necessary, vest and convert to shares in one installment after the completion of the third one-year performance period ending December 31, 2024 and the Leadership Development and Compensation Committee's certification of the level of achievement of the applicable performance objectives.

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 Number.