Filing Details

Accession Number:
0001181431-13-031312
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-05-29 17:29:57
Reporting Period:
2013-05-24
Filing Date:
2013-05-29
Accepted Time:
2013-05-29 17:29:57
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1477294 Sensata Technologies Holding N.v. ST Industrial Instruments For Measurement, Display, And Control (3823) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1486795 Courcy De Michael Ward C/O Bain Capital Investors, Llc
John Hancock Tower, 200 Clarendon Street
Boston MA 02116
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Ordinary Shares, Par Value Eur 0.01 Per Share Disposition 2013-05-28 11,790,760 $35.95 49,368,674 No 4 S Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See Footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Ordinary Shares, Par Value Eur 0.01 Per Share Stock Options to Buy Acquisiton 2013-05-24 11,700 $0.00 11,700 $34.54
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
11,700 2014-05-24 2023-05-24 No 4 A Direct
Footnotes
  1. On May 28, 2013, Sensata Investment Company S.C.A. ("Sensata Investment Co.") sold 11,790,760 ordinary shares of Sensata Technologies Holding N.V. (the "Issuer"). Following such sale, Sensata Investment Co. held 49,368,674 ordinary shares of the Issuer.
  2. Sensata Investment Co. is controlled by its manager, Sensata Management Company S.A. ("Sensata SA") through its board of directors. All of the outstanding capital stock of Sensata SA is owned by Bain Capital Fund VIII, L.P. ("Fund VIII") and Bain Capital Fund VIII-E, L.P. ("Fund VIII-E"), and in that capacity, these funds have the power to appoint the directors of Sensata SA. Because of the relationships described in footnotes (3) and (4) below, Bain Capital Investors, LLC ("BCI") may be deemed to control Fund VIII and Fund VIII-E and thus may be deemed to share voting and dispositive power with respect to the ordinary shares of the Issuer held by Sensata Investment Co. (Continued in Footnote 3).
  3. Approximately 80.6% of the ordinary shares of Sensata Investment Co. are owned by Fund VIII, Bain Capital VIII Coinvestment Fund, L.P. ("Coinvestment VIII"), Fund VIII-E, Bain Capital Fund IX, L.P. ("Fund IX"), Bain Capital IX Coinvestment Fund, L.P. ("Coinvestment IX"), BCIP Associates III ("BCIP III"), BCIP Trust Associates III ("BCIP Trust III"), BCIP Associates III-B ("BCIP III-B"), BCIP Trust Associates III-B ("BCIP Trust III-B") and BCIP Associates-G ("BCIP-G" and together with Fund VIII, Coinvestment VIII, Fund VIII-E, Fund IX, Coinvestment IX, BCIP III, BCIP Trust III, BCIP III-B and BCIP Trust III-B, the "Bain Capital Funds"). Each Bain Capital Fund disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of its pecuniary interest therein.
  4. Mr. Michael Ward is a Managing Director of BCI. BCI is the managing general partner of BCIP III, BCIP Trust III, BCIP III-B, BCIP Trust III-B and BCIP-G. BCI is also the general partner of Bain Capital Partners IX, L.P., which is the general partner of Fund IX and Coinvestment IX. BCI is also the general partner of Bain Capital Partners VIII, L.P. which is the general partner of Fund VIII and Coinvestment VIII. BCI is also the general partner of Bain Capital Partners VIII-E, L.P., which is the general partner of Fund VIII-E. By virtue of his relationship with BCI, Mr. Ward may be deemed to share voting and dispositive power with respect to the ordinary shares of the Issuer that may be deemed to be beneficially owned by the Bain Capital Funds. Mr. Ward disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of his pecuniary interest therein.
  5. Consists of options granted to Mr. Ward on May 24, 2013 pursuant to the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan. These options vest 100% on the first anniversary of the date of the grant.