NEW SAC 4
4 · SEAGATE TECHNOLOGY · Filed Jan 4, 2006
Insider Transaction Report
Form 4
NEW SAC
10% Owner
Transactions
- Other
Common Shares
2006-01-03−9,999,884→ 25,001,325 total - Other
Common Shares
2006-01-03−24,999,753→ 1,572 total
Footnotes (4)
- [F1]Represents 9,999,884 Seagate Technology (the "Issuer") common shares (the "Shares") distributed by the Reporting Person on a pro rata basis to all holders of the Reporting Person's common shares, for no consideration, in a spin-off transaction exempt under Rule 16a-9(a) and Rule 16a-13 for the recipients of the Shares (the "Distribution").
- [F2]The Issuer has amended its existing registration statement to cover the Shares distributed in the Distribution and the amendment has been declared effective by the S.E.C. Accordingly, the Shares are eligible for resale by the holders thereof and their distibutees pursuant to such registration statement.
- [F3]Represents 24,999,753 of the Issuer's common shares (the "Additional Shares") distributed by the Reporting Person on a pro rata basis to all holders of the Reporting Person's common shares, for no consideration, in a spin-off transaction exempt under Rule 16a-9(a) and Rule 16a-13 for the recipients of the Additional Shares (the "Additional Distribution").
- [F4]Absent registration under the Securities Act of 1933, as amended, the Additional Shares will not be eligible for re-sale in the public markets under Rule 144 until 12 months after the date of the Additional Distribution. The recipients of the Additional Shares who have the power to demand that the Issuer register the Additional Shares received in the Additional Distribution have consented to an agreement among themselves not to do so before August of 2006.