Matthias H. Bieler - Apr 1, 2022 Form 4 Insider Report for Veoneer, Inc. (VNE)

Role: EVP, Vision & DMS
Signature: /s/ Lars A. Sjobring, as attorney-in-fact for Matthias H. Bieler
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

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		-10.3K	-100%		0	Apr 1, 2022	Common Stock	10.3K		Direct	F1, F2, F3, F4
transaction	VNE	Restricted Stock Units	Disposed to Issuer		-10.2K	-100%		0	Apr 1, 2022	Common Stock	10.2K		Direct	F1, F2, F4, F5
transaction	VNE	Restricted Stock Units	Disposed to Issuer		-18.2K	-100%		0	Apr 1, 2022	Common Stock	18.2K		Direct	F1, F2, F4, F6
transaction	VNE	Performance-Based Restricted Stock Unit (2020 Grant)	Disposed to Issuer		-24.6K	-100%		0	Apr 1, 2022	Common Stock	24.6K		Direct	F1, F2, F7, F8
transaction	VNE	Performance-Based Restricted Stock Unit (2021 Grant)	Disposed to Issuer		-10.5K	-100%		0	Apr 1, 2022	Common Stock	10.5K		Direct	F1, F2, F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthias H. Bieler is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F2	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").
F3	These RSUs were to vest on February 18, 2023.
F4	Each RSU, whether or not vested, outstanding immediately prior to the effective time of the Merger ("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) $37.00 in cash, without interest and subject to any required withholding taxes (the "Merger Consideration").
F5	These RSUs were to vest on February 16, 2024.
F6	These RSUs were to vest on February 16, 2025.
F7	Reflects 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. A portion of these PSs were previously earned.
F8	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.
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.