| FORM
4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934
or Section 30(h) of the Investment Company Act of
1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
See
Instruction 1(b).
|
1. Name and Address of Reporting Person
*
| SEAGATE TECHNOLOGY PLC |
| 10200 S. DE ANZA BOULEVARD |
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
Seagate Technology plc
[
STX
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| EVP & Chief Financial Officer |
|
3. Date of Earliest Transaction
(Month/Day/Year)
11/03/2014
|
4. 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 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 |
|
Ordinary Shares
|
11/03/2014 |
|
M |
|
2,084
|
A
|
$
11.065
|
100,098
|
D
|
|
|
Ordinary Shares
|
11/03/2014 |
|
M |
|
1,667
|
A
|
$
29.87
|
101,765
|
D
|
|
|
Ordinary Shares
|
11/03/2014 |
|
M |
|
9,479
|
A
|
$
40.16
|
111,244
|
D
|
|
|
Ordinary Shares
|
11/03/2014 |
|
S |
|
13,230
|
D
|
$
63.3441
|
98,014
|
D
|
|
|
Ordinary Shares
|
|
|
|
|
|
|
|
425,663.65
|
I
|
Patrick J. O'Malley III Separate Property Trust
|
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 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: 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 |
|
NQ Stock Option
|
$
11.065
|
11/03/2014 |
|
M |
|
|
2,084
|
09/13/2011
|
09/13/2017 |
Ordinary Shares
|
2,084
|
$
0
|
0
|
D
|
|
|
NQ Stock Option
|
$
29.87
|
11/03/2014 |
|
M |
|
|
1,667
|
09/10/2013
|
09/10/2019 |
Ordinary Shares
|
1,667
|
$
0
|
19,167
|
D
|
|
|
NQ Stock Option
|
$
40.16
|
11/03/2014 |
|
M |
|
|
9,479
|
09/09/2014
|
09/09/2020 |
Ordinary Shares
|
9,479
|
$
0
|
25,521
|
D
|
|
| Explanation of Responses: |
|
|
|
|
| Remarks: |
| Exhibit Index: Exhibit 24 - Power of Attorney |
|
/s/ Michael P. Riccoboni by power of attorney |
11/04/2014 |
|
** 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
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. |
| 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. |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Kenneth
M. Massaroni, Sarah Malone, Michael P. Riccoboni, Dianne Da Rosa, Jolene A. Mendelsohn, and Laurel Shicoff,
signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned a Form ID Application, if required, and submit the same
to the United States Securities and Exchange Commission;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or
director of Seagate Technology (the "Company") or as a holder of 10% or more of the Company's securities, Forms 3,
4 and 5, and any amendments thereto, in accordance with Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules thereunder and, if necessary, such forms or similar reports required by foreign regulators;
(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or
desirable to complete and execute any such Form 3, 4 or 5 or similar form or report required by foreign regulators, and
any amendments thereto, and timely file such form or report with the United States Securities and Exchange
Commission and any stock exchange or similar authority or appropriate foreign regulator; and
(4) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of
such attorney-in-fact, may be of benefit to, in the best interest of or legally required to be done by the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date
written below.
Date: November 4, 2014
By:
/s/ Patrick J. O'Malley
Name:
Patrick J. O'Malley
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