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Filing Details

Accession Number:: 0001181431-13-031311
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-29 17:28:36
Reporting Period:: 2013-05-24

Filing Date:: 2013-05-29
Accepted Time:: 2013-05-29 17:28:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1477294	Sensata Technologies Holding N.v.	ST	Industrial Instruments For Measurement, Display, And Control (3823)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1075973	B Paul Edgerley	C/O Bain Capital Investors, Llc John Hancock Tower, 200 Clarendon Street Boston MA 02116		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Ordinary Shares, Par Value Eur 0.01 Per Share	Disposition	2013-05-28	11,790,760	$35.95	49,368,674	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Ordinary Shares, Par Value Eur 0.01 Per Share	Stock Options to Buy	Acquisiton	2013-05-24	11,700	$0.00	11,700	$34.54

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
11,700	2014-05-24	2023-05-24	No	4	A	Direct

Footnotes

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.
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).
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.
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.
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.