Hans Christoph Schmickler - Apr 1, 2022 Form 4 Insider Report for Veoneer, Inc. (VNE)

Role
EVP, Product Area
Signature
/s/ Lars A. Sjobring, as attorney-in-fact for Hans Christoph Schmickler
Stock symbol
VNE
Transactions as of
Apr 1, 2022
Transactions value $
$0
Form type
4
Date filed
4/1/2022, 05:54 PM
Previous filing
Feb 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VNE Common Stock Disposed to Issuer -486 -100% 0 Apr 1, 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VNE Restricted Stock Units Disposed to Issuer -2.57K -100% 0 Apr 1, 2022 Common Stock 2.57K Direct F1, F3, F4, F5
transaction VNE Restricted Stock Units Disposed to Issuer -1.21K -100% 0 Apr 1, 2022 Common Stock 1.21K Direct F1, F3, F5, F6
transaction VNE Restricted Stock Units Disposed to Issuer -2.7K -100% 0 Apr 1, 2022 Common Stock 2.7K Direct F1, F3, F5, F7
transaction VNE Restricted Stock Units Disposed to Issuer -5.82K -100% 0 Apr 1, 2022 Common Stock 5.82K Direct F1, F3, F5, F8
transaction VNE Performance-Based Restricted Stock Unit (2020 Grant) Disposed to Issuer -2.03K -100% 0 Apr 1, 2022 Common Stock 2.03K Direct F1, F3, F9, F10
transaction VNE Performance-Based Restricted Stock Unit (2021 Grant) Disposed to Issuer -1.25K -100% 0 Apr 1, 2022 Common Stock 1.25K Direct F1, F3, F10, F11
transaction VNE Performance-Based Restricted Stock Unit (2021 Grant) Disposed to Issuer -2.77K -100% 0 Apr 1, 2022 Common Stock 2.77K Direct F1, F3, F10, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Hans Christoph Schmickler is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On April 1, 2022, SSW HoldCo LP ("Buyers"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer, QUALCOMM Incorporated and SSW Merger Sub Corp, a direct, wholly owned subsidiary of Buyer ("Merger Sub"), dated as of October 4, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
F2 At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $37.00 in cash, without interest and subject to any required withholding taxes (the "Merger Consideration").
F3 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F4 These RSUs were to vest on March 2, 2023.
F5 Each RSU, whether or not vested, outstanding immediately prior to the Effective Time vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU (including any shares of Issuer common stock in respect of dividend equivalent units credited thereon) multiplied by (ii) the Merger Consideration, subject to any applicable tax withholding.
F6 These RSUs were to vest on February 16, 2024.
F7 These RSUs were to vest on May 7, 2024.
F8 These RSUs were to vest on February 16, 2025.
F9 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. A portion of these PSs were previously earned.
F10 Each PS, whether or not vested, outstanding immediately prior to the Effective Time vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable tax withholding, equal to the product of (i) the number of shares of Issuer common stock underlying such PSs (including any shares of Issuer common stock in respect of dividend equivalent units credited thereon) determined based on the attainment of the applicable performance metrics at (x) the actual level of performance for any performance periods that have concluded prior to the date of the Merger Agreement, and (y) the greater of the target level of performance or actual level of performance measured through the closing of the Merger (as determined by the Issuer's Board of Directors), for any performance periods that would have otherwise concluded following the signing of the Merger Agreement, in each case, multiplied by (ii) the Merger Consideration.
F11 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. A portion of these PSs were previously earned.
F12 Reflects earned performance-based restricted stock units (PSs) that were granted in May 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. A portion of these PSs were previously earned.