Page 8 of 14 – SEC Filing
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CUSIP NO. G7945M107 Page 8 of 16
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This Amendment No. 1 supplements the information set forth in the
Schedule 13D filed by the Reporting Persons with the United States Securities
and Exchange Commission (the “SEC”), as amended from time to time (the
“Schedule 13D”), relating to the Ordinary Shares, par value $0.00001 per
share (the “Common Stock”) of Seagate Technology Public Limited Company, an
Irish public limited company (the “Issuer”). All capitalized terms contained
herein but not otherwise defined shall have the meanings ascribed to such
terms in the Schedule 13D.
The information set forth in response to each separate Item below shall
be deemed to be a response to all Items where such information is relevant.
The Schedule 13D is hereby supplementally amended as follows:
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used for the purchase of the Issuer’s securities
was the working capital of ValueAct Master Fund. The aggregate funds used by
these Reporting Persons to make the purchases were $14,227,618.96.
Item 4. Purpose of Transaction
On August 31, 2017, the Reporting Persons and Morgan Stanley & Co. LLC
(“Morgan Stanley”) entered into a Stock Purchase Agreement (the “10b5-1
Plan”), pursuant to which Morgan Stanley will buy, for the account of the
Reporting Persons, up to 6,000,000 shares of the Issuer’s Common Stock.
Purchases under the 10b5-1 Plan can commence as early as September 1, 2017
and will terminate no later than October 31, 2017 (the “Plan Period”) on the
NASDAQ Stock Market. The number of shares of Common Stock purchased each day
by Morgan Stanley during the Plan Period will be initially based upon the
reported price of the opening reported market transaction in the Common
Stock, and may be increased or decreased in connection with a corresponding
decrease or increase in the market price of such stock.
Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
