SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pekar Raymond B.

(Last)

(First)

(Middle)

KLARABERGSVIADUKTEN 70 SECTION C6

(Street)

STOCKHOLM

SE-11164

(City)

(State)

(Zip)

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)
EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2022		M		619	A	$0	13,114	D
Common Stock	02/16/2022		F		210	D	$35.38	12,904	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0.0⁽¹⁾	02/16/2022		A		14,685		⁽²⁾	⁽²⁾	Common Stock	14,685	$0	14,685	D
Performance-Based Restricted Stock Unit (2019 Grant)	$0.0⁽¹⁾	02/16/2022		A		484.92⁽³⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	484.92	$0	484.92	D
Performance-Based Restricted Stock Unit (2020 Grant)	$0.0⁽¹⁾	02/16/2022		A		1,131.84⁽⁵⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	1,131.84	$0	1,131.84	D
Performance-Based Restricted Stock Unit (2021 Grant)	$0.0⁽¹⁾	02/16/2022		A		2,950.56⁽⁶⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	2,950.56	$0	2,950.56	D
Performance-Based Restricted Stock Unit (2019 Grant)	$0.0⁽¹⁾	02/16/2022		M			619⁽⁷⁾	02/16/2022	02/16/2022	Common Stock	619	$0	0	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents a contingent right to receive one share of VNE common stock.

2. The RSUs vest and convert to shares in one installment on the third anniversary of the grant date.

3. Reflects earned performance-based restricted stock units (PSs) that were granted in February 2019. PSs may be earned over a three-year performance period (January 1, 2019 - December 31, 2021) based on level of achievement of 1-year annual gross margin performance objectives. The annual gross margin performance objective for the January 1, 2021 - December 31, 2021 performance period was achieved above the threshold for earning PSs for the period, and such earned PSs are subject to downward adjustment based on the issuers share price measured at the end of the three-year performance period.

4. The PSs, as adjusted downward, if necessary, vest and convert to shares in one installment after the completion of the related three-year performance period and the Compensation Committee's certification of the level of achievement of the performance objectives.

5. Reflects earned performance-based restricted stock units (PSs) that were granted in February 2020. PSs may be earned over a three-year performance period (January 1, 2020 - December 31, 2022) based on level of achievement of 1-year annual gross margin performance objectives. The annual gross margin performance objective for the January 1, 2021 - December 31, 2021 performance period was achieved above the threshold for earning PSs for the period, and such earned PSs are subject to downward adjustment based on the issuers share price measured at the end of the three-year performance period.

6. Reflects earned performance-based restricted stock units (PSs) that were granted in February 2021. PSs may be earned over a three-year performance period (January 1, 2021 - December 31, 2023) based on level of achievement of 1-year annual gross margin performance objectives. The annual gross margin performance objective for the January 1, 2021 - December 31, 2021 performance period was achieved above the threshold for earning PSs for the period, and such earned PSs are subject to downward adjustment based on the issuers share price measured at the end of the three-year performance period.

7. Fractional PSs associated with each tranche of PS awards are rounded down to the nearest whole number at vesting. The fractional amounts are forfeited.

Remarks:

	Lars A. Sjobring as attorney-in-fact for Ray Pekar	02/16/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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SEC Form 4: Pekar Raymond B. converted options into 619 shares and covered exercise/tax liability with 210 shares, increasing direct ownership by 3% to 12,904 units