4//SEC Filing
EDGERLEY PAUL B 4
Accession 0001181431-13-031311
CIK 0001477294other
Filed
May 28, 8:00 PM ET
Accepted
May 29, 5:28 PM ET
Size
10.2 KB
Accession
0001181431-13-031311
Insider Transaction Report
Form 4
EDGERLEY PAUL B
Director10% Owner
Transactions
- Sale
Ordinary Shares, par value EUR 0.01 per share
2013-05-28$35.95/sh−11,790,760$423,877,822→ 49,368,674 total(indirect: See Footnotes) - Award
Stock Options to Buy
2013-05-24+11,700→ 11,700 totalExercise: $34.54From: 2014-05-24Exp: 2023-05-24→ Ordinary Shares, par value EUR 0.01 per share (11,700 underlying)
Footnotes (5)
- [F1]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.
- [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 (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).
- [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.
- [F4]Mr. Paul Edgerley is a Managing Director and a 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. Edgerley 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. Edgerley disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of his pecuniary interest therein.
- [F5]Consists of options granted to Mr. Edgerley 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.
Documents
Issuer
Sensata Technologies Holding N.V.
CIK 0001477294
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001075973
Filing Metadata
- Form type
- 4
- Filed
- May 28, 8:00 PM ET
- Accepted
- May 29, 5:28 PM ET
- Size
- 10.2 KB