4//SEC Filing
TPG SAC ADVISORS III CORP 4
Accession 0000903423-05-000010
CIK 0001137789other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 10:43 AM ET
Size
10.4 KB
Accession
0000903423-05-000010
Insider Transaction Report
Form 4
TPG SAC ADVISORS III CORP
10% Owner
Transactions
- Conversion
Futures Contract (obligation to sell)
2005-01-03−30,000,000→ 0 total(indirect: See Explanation of Responses)Exercise: $16.62From: 2005-06-10Exp: 2005-06-10→ Common Shares (30,000,000 underlying) - Conversion
Common Shares
2005-01-03$16.62/sh−30,000,000$498,600,000→ 209,500,000 total(indirect: See explanation of responses)
Footnotes (4)
- [F1]On January 3, 2005, New SAC rehypothecated 30,000,000 of Issuer's common shares, par value $0.00001 per share (the "Shares"), satisfying its delivery obligation under a forward sale agreement with Goldman Sachs Financial Markets, L.P. ("GSFM"). At the same time, New SAC transferred to GSFM all voting, dividend and economic rights to the Shares in accordance with the terms of the forward sale agreement. The transaction is reflected in Table I as the disposition of the underlying Shares and in Table II as the settlement of the futures contract. On the same date, New SAC received payment for the Shares in accordance with the terms of the forward sale agreement.
- [F2]TPG SAC Advisors III Corp. ("Advisors III") is the general partner of TPG SAC GenPar III, L.P. ("SAC GenPar"), which is the general partner of SAC Investments, L.P. ("SAC Investments"), which owns approximately 22% of total outstanding ordinary shares of New SAC (together with SAC GenPar and SAC Investments, the "TPG Entities"). New SAC is the parent company of the Issuer and directly held the Shares. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Advisors III is deemed to be the beneficial owner of Shares beneficially owned by the TPG Entities only to the extent of the greater of its direct or indirect interest in the profits or capital accounts of such entities.
- [F3]Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that Advisor III is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities beneficially owned by the TPG Entities in excess of such amount.
- [F4]David Bonderman, James G. Coulter and William S. Price III are shareholders (the "Shareholders") of Advisors III. James Coulter is also a director of the Issuer. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Exchange Act, each Shareholder may be deemed to be the beneficial owner of the Shares owned by the TPG Entities only to the extent of the greater of his direct or indirect interest in the profits or capital accounts of such entities. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that each Shareholder is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities beneficially owned by the TPG Entities in excess of such amount.
Documents
Issuer
SEAGATE TECHNOLOGY
CIK 0001137789
Entity typeother
Related Parties
1- filerCIK 0001209764
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 10:43 AM ET
- Size
- 10.4 KB