Raymond B. Pekar - Apr 1, 2022 Form 4 Insider Report for Veoneer, Inc. (VNE)

Role: EVP, Chief Financial Officer
Signature: /s/ Lars A. Sjobring, as attorney-in-fact for Raymond B. Pekar
Stock symbol: VNE
Transactions as of: Apr 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/1/2022, 05:55 PM
Previous filing: Feb 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VNE	Common Stock	Disposed to Issuer		-14.6K	-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		-3.15K	-100%		0	Apr 1, 2022	Common Stock	3.15K		Direct	F1, F3, F4, F5
transaction	VNE	Restricted Stock Units	Disposed to Issuer		-8.2K	-100%		0	Apr 1, 2022	Common Stock	8.2K		Direct	F1, F3, F5, F6
transaction	VNE	Restricted Stock Units	Disposed to Issuer		-14.7K	-100%		0	Apr 1, 2022	Common Stock	14.7K		Direct	F1, F3, F5, F7
transaction	VNE	Employee Stock Option (Right to Buy)	Disposed to Issuer		-2.65K	-100%		0	Apr 1, 2022	Common Stock	2.65K	$20.91	Direct	F1, F8, F9
transaction	VNE	Employee Stock Option (Right to Buy)	Disposed to Issuer		-1.88K	-100%		0	Apr 1, 2022	Common Stock	1.88K	$28.67	Direct	F1, F8, F9
transaction	VNE	Employee Stock Option (Right to Buy)	Disposed to Issuer		-3.2K	-100%		0	Apr 1, 2022	Common Stock	3.2K	$34.25	Direct	F1, F8, F9
transaction	VNE	Performance-Based Restricted Stock Unit (2020 Grant)	Disposed to Issuer		-2.5K	-100%		0	Apr 1, 2022	Common Stock	2.5K		Direct	F1, F3, F10, F11
transaction	VNE	Performance-Based Restricted Stock Unit (2021 Grant)	Disposed to Issuer		-8.42K	-100%		0	Apr 1, 2022	Common Stock	8.42K		Direct	F1, F3, F11, F12

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

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 February 18, 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 February 16, 2025.
F8	These options are fully vested and exercisable.
F9	At the Effective Time, each stock option, whether or not vested, outstanding immediately before the Effective Time vested (if unvested) and was cancelled and entitled the holder of such option to receive an amount in cash, without interest, subject to any applicable withholding taxes, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option multiplied by (ii) the total number of shares of Issuer common stock underlying such option.
F10	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.
F11	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.
F12	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.