Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wallin Mats
  2. Issuer Name and Ticker or Trading Symbol
AUTOLIV INC [ALV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO
(Last)
(First)
(Middle)
C/O AUTOLIV, INC., VASAGATAN 11, 7TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2013
(Street)

STOCKHOLM, V7 SE-111 20
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 02/18/2013   M   3,100 A $ 67.42 (1) 5,608 D  
Common Stock 02/20/2013   S   1,100 D $ 69.62 (2) 4,508 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (3) 02/18/2013   M     3,100 02/18/2013 02/18/2013 Common Stock 3,100 $ 0 0 D  
Restricted Stock Unit (3) 02/19/2013   A   2,435   02/19/2016(4) 02/19/2016(4) Common Stock 2,435 $ 0 2,435 D  
Employee Stock Option (right to buy) $ 67.42 02/19/2013   A   7,306   02/19/2014(5) 02/19/2023 Common Stock 7,306 $ 0 7,306 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wallin Mats
C/O AUTOLIV, INC.
VASAGATAN 11, 7TH FLOOR
STOCKHOLM, V7 SE-111 20
      CFO  

Signatures

 /s/ Mats Wallin   02/20/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Represents the closing price on February 15, 2013 (the last trading date prior to the vesting date of the restricted stock units (RSUs) from which these shares were converted). No consideration was or is payable by the reporting person.
(2) The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on August 8, 2012.
(3) Each RSU represents a contingent right to receive one share of ALV common stock.
(4) The RSUs vest and convert to shares in one installment on the third anniversary of the grant date.
(5) The options vest in one installment on the first anniversary of the grant date.

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