Form 4 Seagate Technology Holdi For: Oct 20 Filed by: ValueAct Holdings GP, LLC

October 22, 2021 8:17 PM EDT

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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
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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 *
Haggart Dylan G.

(Last) (First) (Middle)
ONE LETTERMAN DRIVE, BUILDING D
FOURTH FLOOR

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Seagate Technology Holdings plc [ STX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 10/20/2021   M   5,847 A $ 0 5,847 D (1) (2)  
Ordinary Shares 10/20/2021   F   2,105 (3) D $ 80.53 3,742 D (1) (2)  
Ordinary Shares               17,377,070 I See footnotes. (2) (4)
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
Restricted Share Unit $ 0 10/20/2021   M     5,847   (5)   (5) Ordinary Shares 5,847 $ 0 0 D (1) (2)  
Restricted Share Unit $ 0 10/20/2021   A   3,162     (6)   (6) Ordinary Shares 3,162 $ 0 3,162 D (1) (2)  
Explanation of Responses:
1. The ValueAct entities referred to in this footnote 1 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Dylan G. Haggart is deemed to hold the shares for the benefit of the limited partners of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P.
2. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
3. These Ordinary Shares are withheld securities to cover tax liabilities incident to the vesting of Restricted Share Units ("RSUs").
4. The securities reported herein are held by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P.
5. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer. The award vested on the date of the annual general meeting of the shareholders of the Issuer following the end of the fiscal year ending July 2, 2021.
6. Consists of a grant of RSUs awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan for no consideration. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer. Subject to the Reporting Person's continuous service with the Issuer, shares will be released to the Reporting Person on the earlier of (i) one year from the date of grant and (ii) the date of the next annual general meeting of the shareholders of the Issuer following the end of the fiscal year ending on July 1, 2022 provided such annual general meeting is at least fifty (50) weeks after the immediately preceding fiscal year's annual general meeting.
Remarks:
-The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person.

-Dylan G. Haggart, a Partner at ValueAct Capital, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization.
By:/s/ Dylan G. Haggart 10/22/2021
** Signature of Reporting Person Date
VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 10/22/2021
** Signature of Reporting Person Date
VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 10/22/2021
** Signature of Reporting Person Date
VA PARTNERS I, LLC, By: /s/ Jason B. Breeding, Authorized Signatory 10/22/2021
** Signature of Reporting Person Date
VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 10/22/2021
** Signature of Reporting Person Date
VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Jason B. Breeding, Authorized Signatory 10/22/2021
** Signature of Reporting Person Date
VALUEACT HOLDINGS II, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 10/22/2021
** Signature of Reporting Person Date
VALUEACT HOLDINGS GP, LLC, By: /s/ Jason B. Breeding, Authorized Signatory 10/22/2021
** 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 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.


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