Form Type: 4

SEC EDGAR Link
Accession Number:0001418812-21-000058
Date:2021-10-20
Issuer: SEAGATE TECHNOLOGY HOLDINGS PLC (STX)
Original Submission Date:

Reporting Person:

HAGGART DYLAN G.
ONE LETTERMAN DRIVE, BUILDING D
FOURTH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VALUEACT HOLDINGS, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VALUEACT CAPITAL MASTER FUND, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VA PARTNERS I, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VALUEACT CAPITAL MANAGEMENT, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VALUEACT CAPITAL MANAGEMENT, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VALUEACT HOLDINGS II, L.P.
ONE LETTERMAN DRIVE
BUILDING D, FOURTH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VALUEACT HOLDINGS GP, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
ORDINARY SHARES 2021-10-20 M 5,847 a $0.00 5,847 f2 direct
ORDINARY SHARES 2021-10-20 F 2,105 d $80.53 3,742 f2 direct
ORDINARY SHARES 2021-10-20 0 $0.00 17,377,070 indirect f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED SHARE UNIT 0.0 2021-10-20 deemed execution date M 5,847 (d) ordinary shares 5,847 $0.00 0 direct
RESTRICTED SHARE UNIT 0.0 2021-10-20 deemed execution date A 3,162 (a) ordinary shares 3,162 $0.00 3,162 direct
Footnotes
IDfootnote
f1 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.
f2 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.
f3 these ordinary shares are withheld securities to cover tax liabilities incident to the vesting of restricted share units ("rsus").
f4 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.
f5 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.
f6 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.
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