Sec Form 4 Filing - JONZON HALVAR @ AUTOLIV INC - 2011-03-31

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 JONZON HALVAR 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) VP Purchasing (Last) (First) (Middle) C/O AUTOLIV, INC., WORLD TRADE CENTER, KLARABERGSVIADUKTEN 70 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2011 (Street) STOCKHOLM, V7SE-107 24 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 03/31/2011 M( 1 ) 5,000 D $ 74.23 ( 2 ) 14,834 D Common Stock 03/31/2011 M( 1 ) 2,300 D $ 74.23 ( 2 ) 17,134 D Common Stock 03/31/2011 M( 1 ) 322 D $ 74.23 ( 2 ) 17,456 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 ( 3 ) 03/31/2011 M( 1 ) 5,000 03/31/2011( 1 ) 03/31/2011( 1 ) Common Stock 5,000 ( 3 ) 0 D Restricted Stock Unit ( 3 ) 03/31/2011 M( 1 ) 2,300 03/31/2011( 1 ) 03/31/2011( 1 ) Common Stock 2,300 ( 3 ) 0 D Restricted Stock Unit ( 3 ) 03/31/2011 M( 1 ) 322 03/31/2011( 1 ) 03/31/2011( 1 ) Common Stock 322 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JONZON HALVAR C/O AUTOLIV, INC., WORLD TRADE CENTER KLARABERGSVIADUKTEN 70 STOCKHOLM, V7SE-107 24 VP Purchasing Signatures /s/ Halvar Jonzon 04/04/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units were scheduled to vest on February 20, 2012, February 18, 2013, and February 22, 2014. However, pursuant to the terms of the Restricted Stock Units and the Company's Stock Incentive Plan of 1997, as amended, the vesting of the Restricted Stock Units occurred upon the Reporting Person's retirement from the Company on March 31, 2011. ( 2 )Represents the closing price on March 31, 2011. No consideration was or is payable by the reporting person. ( 3 )The Restricted Stock Units were granted under the Company's Stock Incentive Plan of 1997, as amended, at no cost to the reporting person.

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.