4//SEC Filing
Ward Michael De Courcy 4
Accession 0001181431-11-011928
CIK 0001477294other
Filed
Feb 21, 7:00 PM ET
Accepted
Feb 22, 5:21 PM ET
Size
10.8 KB
Accession
0001181431-11-011928
Insider Transaction Report
Form 4
Ward Michael De Courcy
Director10% Owner
Transactions
- Other
Ordinary Shares, par value EUR 0.01 per share
2011-02-17−1,140,947→ 111,145,936 total(indirect: See Footnotes) - Gift
Ordinary Shares, par value EUR 0.01 per share
2011-02-17−24,944→ 0 total(indirect: See Footnote)
Footnotes (6)
- [F1]On February 17, 2011, Sensata Investment Company S.C.A. ("Sensata Investment Co.") distributed 1,140,947 ordinary shares of Sensata Technologies Holding N.V. (the "Issuer") to certain Bain Capital Funds discussed below. Following such distribution, Sensata Investment Co. held 111,145,936 ordinary shares of the Issuer. The recipient funds further distributed the ordinary shares to one or more members or partners in connection with certain charitable gifts made by such members or partners on February 17, 2011.
- [F2]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 (5) 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).
- [F3]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. (Continued in Footnote 4).
- [F4]In connection with the distribution discussed in the first sentence of Footnote 1, certain of the Bain Capital Funds received ordinary shares of the Issuer. Each of such Bain Capital Funds then further distributed all of the ordinary shares of the Issuer it received from Sensata Investment Co. to one or more members or partners in connection with certain charitable gifts made by such members or partners on February 17, 2011.
- [F5]Michael Ward is a Managing Director and member of the investment committee 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 shares of the Issuer that may be deemed to be beneficially owned by the Bain Capital Funds. Mr. Ward disclaims beneficial ownership of the ordinary shares that may be deemed to be beneficially owned by the Bain Capital Funds except to the extent of his pecuniary interest therein.
- [F6]Mr. Ward received 24,944 ordinary shares of the Issuer in connection with the distributions described in the footnotes above. Mr. Ward made a charitable gift of all 24,944 ordinary shares that he received in connection with such distributions.
Documents
Issuer
Sensata Technologies Holding N.V.
CIK 0001477294
Entity typeother
Related Parties
1- filerCIK 0001486795
Filing Metadata
- Form type
- 4
- Filed
- Feb 21, 7:00 PM ET
- Accepted
- Feb 22, 5:21 PM ET
- Size
- 10.8 KB