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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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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