Sec Form 4 Filing - Jonsson Thomas @ Veoneer, Inc. - 2019-02-15

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 Jonsson Thomas 2. Issuer Name and Ticker or Trading Symbol Veoneer, Inc. [ VNE] 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) KLARABERGSVIADUKTEN 70, SECTION C6 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2019 (Street) STOCKHOLM, V7SE-11164 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 02/15/2019 A 3,579 A $ 0 7,452 ( 1 ) 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 ( 2 ) ( 3 ) ( 4 ) ( 5 ) 02/15/2019 M 3,579.5995 ( 6 ) 02/15/2019 02/15/2019 Common Stock 3,579.5995 $ 0 0 D Restricted Stock Unit ( 2 ) ( 3 ) ( 7 ) ( 5 ) 02/19/2020 02/19/2020 Common Stock 3,595.892 3,595.892 D Restricted Stock Unit ( 2 ) ( 3 ) ( 8 ) ( 5 ) 02/13/2021 02/13/2021 Common Stock 3,126.1392 3,126.1392 D Employee Stock Option (Right to Buy) ( 2 ) ( 3 ) ( 9 ) $ 34.25 02/16/2016 02/16/2025 Common Stock 5,656 5,656 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jonsson Thomas KLARABERGSVIADUKTEN 70 SECTION C6 STOCKHOLM, V7SE-11164 See Remarks Signatures /s/ Lars A. Sjobring, as attorney-in-fact for Thomas Jonsson 02/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 3,873 shares acquired in the distribution by Autoliv, Inc. ("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"). ( 2 )As reported in the Registration Statement on Form 10 filed by VNE with the SEC, in connection with 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. 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 a stock option or RSU, 50% of the outstanding stock award value, as calculated immediately prior to the spin-off, was converted to a stock option or RSU, as applicable, of VNE, and 50% to a stock option or RSU, as applicable, of ALV, in each case with an adjustment to the number of shares and, in the case of stock options, exercise price, as required to preserve the value inherent in the stock award before and after the distribution. ( 3 )(continued from footnote 2) Outstanding performance shares were converted to RSUs of both AVL and VNE as described above, with the number of performance shares so converting determined based on: (i) for the period between the beginning of the performance period and December 31, 2017, the actual level of performance measured as of December 31, 2017; and (ii) for the period following December 31, 2017 and the last day of the applicable performance period, actual performance measured as of December 31, 2017, or target level performance, whichever was greater. The conversion and adjustment described herein is referred to as the "Spin-off Conversion and Adjustment." ( 4 )Reflects 700.065 RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 15, 2016, and 2879.5345 RSUs received in connection with the Spin-off Conversion and Adjustment with respect to performance shares granted by ALV on February 15, 2016. ( 5 )Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock ( 6 )Fractional RSUs associated with each tranche of RSU awards are rounded down to the nearest whole number at vesting. The fractional amounts are forfeited. ( 7 )Reflects 2127.746733 RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs granted by ALV on February 19, 2017, and 1468.145246 RSUs received in connection with the Spin-off Conversion and Adjustment with respect to performance shares granted by ALV on February 19, 2017. ( 8 )RSUs received in connection with the Spin-off Conversion and Adjustment with respect to RSUs agranted by ALV on February 13, 2018. ( 9 )Employee Stock Options received in connection with the Spin-off Conversion and Adjustment with respect to Stock Options granted by ALV on February 16, 2015.

Remarks: EVP, Communications and Investor Relations

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