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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Jonsson Thomas
2. Issuer Name and Ticker or Trading Symbol

Veoneer, Inc. [ VNE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

KLARABERGSVIADUKTEN 70, SECTION C6
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2022
(Street)

STOCKHOLM, V7 SE-11164
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

4/1/2022 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/1/2022  D(1)  19705 D (2)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (3)4/1/2022  D (1)    4814   (4) (4)Common Stock 4814  (5)0 D  
Restricted Stock Units  (3)4/1/2022  D (1)    4728   (6) (6)Common Stock 4728  (5)0 D  
Restricted Stock Units  (3)4/1/2022  D (1)    8389   (7) (7)Common Stock 8389  (5)0 D  
Employee Stock Option (Right to Buy) $34.25 4/1/2022  D (1)    5656   (8)2/16/2025 Common Stock 5656  (9)0 D  
Performance-Based Restricted Stock Unit (2020 Grant)  (3)4/1/2022  D (1)    11458   (10) (10)Common Stock 11458  (11)0 D  
Performance-Based Restricted Stock Unit (2021 Grant)  (3)4/1/2022  D (1)    4854   (12) (12)Common Stock 4854  (11)0 D  

Explanation of Responses:
(1) 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").
(2) 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").
(3) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
(4) These RSUs were to vest on February 18, 2023.
(5) 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.
(6) These RSUs were to vest on February 16, 2024.
(7) These RSUs were to vest on February 16, 2025.
(8) These options are fully vested and exercisable.
(9) 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.
(10) 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.
(11) 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.
(12) 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.

Remarks:
This Form 4/A amends and restates the original Form 4 filed by the reporting person on April 1, 2022 to correct the number of shares of common stock reported in Table I as being disposed of in the Merger.
Title: EVP, Communications and Investor Relations

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Jonsson Thomas
KLARABERGSVIADUKTEN 70
SECTION C6
STOCKHOLM, V7 SE-11164


See Remarks

Signatures
/s/ Leslie R. Ravestein, as attorney-in-fact for Thomas Jonsson4/6/2022
**Signature of Reporting PersonDate


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 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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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