Sec Form 4 Filing - Fredin Steven R @ AUTOLIV INC - 2012-02-20

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 Fredin Steven R 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 Americas (Last) (First) (Middle) C/O AUTOLIV, INC., VASAGATAN 11, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2012 (Street) STOCKHOLM, V7SE-111 20 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 02/20/2012 M 5,000 A $ 67.94 ( 1 ) 7,333 D Common Stock 02/20/2012 S( 2 ) 1,609 D $ 67.69 5,724 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 ) 02/20/2012 M 5,000 02/20/2012 02/20/2012 Common Stock 5,000 ( 3 ) 0 D Restricted Stock Unit ( 3 ) 02/22/2012 A 1,533 02/22/2015 02/22/2015 Common Stock 1,533 ( 3 ) 1,533 D Stock Option $ 67 02/22/2012 A 4,600 02/22/2013 02/22/2022 Common Stock 4,600 ( 3 ) 4,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fredin Steven R C/O AUTOLIV, INC. VASAGATAN 11, 7TH FLOOR STOCKHOLM, V7SE-111 20 President, Autoliv Americas Signatures /s/ Steven Fredin 02/22/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the closing price on February 21, 2012. No consideration was or is payable by the reporting person. ( 2 )Reflects the issuer's withholding of shares to satisfy the reporting person's tax liability related to the vesting of the restricted stock units. ( 3 )The RSUs and Stock Options 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).

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