Filing Details
- Accession Number:
- 0001181431-13-062135
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2013-12-10 13:04:07
- Reporting Period:
- 2013-12-06
- Filing Date:
- 2013-12-10
- Accepted Time:
- 2013-12-10 13:04:07
- 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
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 | 2013-12-06 | 13,576,926 | $38.25 | 35,050,632 | No | 4 | S | Indirect | See Footnotes |
Ordinary Shares, Par Value Eur 0.01 Per Share | Disposition | 2013-12-06 | 4,500,000 | $38.25 | 30,550,632 | No | 4 | S | Indirect | See Footnotes |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | S | Indirect | See Footnotes |
No | 4 | S | Indirect | See Footnotes |
Footnotes
- On December 6, 2013, Sensata Investment Company S.C.A. ("Sensata Investment Co.") sold 13,576,926 ordinary shares of Sensata Technologies Holding N.V. (the "Issuer") in an underwritten secondary offering and the Issuer repurchased 4,500,000 ordinary shares from Sensata Investment Co. Following such transactions, Sensata Investment Co. held 30,550,632 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.
- 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. As a result, BCI may be deemed to share voting and dispositive power with respect to the shares held by the Bain Capital Funds.
- The governance, investment strategy and decision making process with respect to the investments held by the Bain Capital Funds is directed by BCI's Global Private Equity Board ("GPEB"). Mr. Paul Edgerley is a Managing Director of BCI and a member of GPEB. By virtue of the relationships described in these footnotes, Mr. Edgerley may be deemed to share voting and dispositive power with respect to the ordinary shares of the Issuer held by Sensata Investment Co. Mr. Edgerley disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.