13D Filing: VA Partners I, LLC and Seagate Technology PLC (STX)

Page 9 of 14 – SEC Filing

Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.

As of the date hereof, the Reporting Persons may be deemed to be the
beneficial owner of 21,458,600 shares of Common Stock, representing
approximately 7.4% of the Issuer’s outstanding Common Stock. All percentages
set forth in this Schedule 13D are based upon the Issuer’s reported
291,813,271 outstanding shares of Common Stock as of July 31, 2017 as
reported in the Issuer’s Form 10-K for the fiscal year ended June 30, 2017.

(c) The following table sets forth all transactions with respect to
shares of Common Stock effected since the last filing of this Schedule 13D by
the Reporting Persons, inclusive of any transactions effected through 4:00
p.m., New York City time, on September 1, 2017. Except as otherwise noted
below, all such transactions were purchases (or sales) of shares of Common
Stock effected in the open market.

Reporting Person Trade Date Buy/Sell Shares Price/Share
—————- ———- ——– ——– ———–
ValueAct Master Fund 08/23/2017 Buy 268,000 $31.00
ValueAct Master Fund 08/24/2017 Buy 63,500 $30.99
ValueAct Master Fund 08/25/2017 Buy 30,000 $30.98
ValueAct Master Fund 08/29/2017 Buy 25,000 $30.99
ValueAct Master Fund 08/30/2017 Buy 43,600 $31.00
ValueAct Master Fund 08/30/2017 Buy 28,500 $30.99

(d) and (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer

The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated
herein by reference.

The information in this Item 6 is qualified in its entirety by reference
to the 10b5-1 Plan, attached hereto as Exhibit?2, and is incorporated by
reference herein.

Except for the arrangements described herein or in a previously filed
Schedule 13D, to the best knowledge of the Reporting Persons, there are no
other contracts, understandings, arrangements or relationships relating to
the Issuer’s Common Stock which are required to be described hereunder.

Item 7. Material to Be Filed as Exhibits

(1) Joint Filing Agreement.

(2) Stock Purchase Agreement, dated August 31, 2017, between ValueAct
Capital Master Fund, L.P. and Morgan Stanley & Co. LLC

SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.