SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Van Dan Elzen Christopher L

(Last)

(First)

(Middle)

KLARABERGSVIADUKTEN 70 SECTION C6

(Street)

STOCKHOLM

SE-11164

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2021

3. Issuer Name and Ticker or Trading Symbol
Veoneer, Inc. [ VNE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Product Area Radar

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit⁽¹⁾	02/19/2022⁽²⁾	02/19/2022⁽²⁾	Common Stock	538	0.0	D
Restricted Stock Unit⁽¹⁾	02/18/2023⁽²⁾	02/18/2023⁽²⁾	Common Stock	4,127	0.0	D
Restricted Stock Unit⁽¹⁾	02/16/2024⁽²⁾	02/16/2024⁽²⁾	Common Stock	6,557	0.0	D
Performance-Based Restricted Stock Unit (2019 Grant)⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	53.7⁽⁵⁾	0.0	D
Performance-Based Restricted Stock Unit (2020 Grant)⁽⁶⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	412.5⁽⁵⁾	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, 2020 - December 31, 2020 was achieved above the threshold for earning PSs for the period, and such earned PSs are subject to downward adjustment based on the issuer's 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. Fractional RSUs associated with each tranche of RSU awards are rounded down to the nearest whole number at vesting. The fractional amounts are forfeited.

6. 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, 2020 - December 31, 2020 was achieved above the threshold for earning PSs for the period, and such earned PSs are subject to downward adjustment based on the issuer's share price measured at the end of the three-year performance period.

Remarks:

See Exhibit 24 - Power of Attorney

	Lars A. Sjobring, as attorney-in-fact for Christopher L. Van Dan Elzen	05/10/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.