SEC Form 4 · accession 0001418812-18-000044
Seagate Technology Holdings plc · STX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | holding | — | — | — | 22,404,700 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Purchase ContractF3,F1,F2 | — | May 7, 2018 | P | 61,098 | A | Jun 2, 2018 | Dec 3, 2018 | Ordinary Shares | 61,098 | 833,544 | I |
| Forward Purchase ContractF4,F1,F2 | — | May 8, 2018 | P | 112,556 | A | Jun 2, 2018 | Dec 3, 2018 | Ordinary Shares | 112,556 | 946,100 | I |
Explanation of responses
- F1Each 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.
- F2The 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 sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
- F3On May 7, 2018, ValueAct Capital Master Fund, L.P. entered into forward contracts obligating ValueAct Capital Master Fund, L.P. to purchase 61,098 shares at $55.89 subject to conditions that become satisfied on June 2, 2018.
- F4On May 8, 2018, ValueAct Capital Master Fund, L.P. entered into forward contracts obligating ValueAct Capital Master Fund, L.P. to purchase 112,556 shares at $55.93 subject to conditions that become satisfied on June 2, 2018.
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.