SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SILVER LAKE OFFSHORE AIV GP LTD

(Last)

(First)

(Middle)

C/O SILVER LAKE PARTNERS, L.P.

2725 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SEAGATE TECHNOLOGY [ STX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	07/30/2003		S		69,000,000	D	$18.75	282,500,000	I	0⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Issuer's direct parent company, New SAC, benefically owned 351,500,000 of the Issuer's common shares, par value $0.00001 per share (the "Common Shares"), prior to the transaction reported hereby and will beneficially own 282,500,000 of the Common Shares after the transaction reported hereby. Affiliates of Silver Lake Partners, L.P. may be deemed, as a result of their ownership of 31.8% of the total outstanding ordinary shares of New SAC as of June 27, 2003, to have shared voting or dispositive power with respect to the Issuer's Common Shares beneficially owned by New SAC. Hoever, the affiliates of Silver Lake Partners, L.P. disclaim this beneficial ownership. The affiliates of Silver Lake Partners, L.P. are Silver Lake Partners Caymann, L.P., Silver Lake Investors Cayman, L.P. and Silver Lake Technology Investors Cayman, L.P.

2. The sole general partner of each of Silver Lake Partners Cayman, L.P. and Silver Lake Investors Cayman, L.P. is Silver Lake Technology Associates Cayman, L.P. The sole general partner of each of Silver Lake Technology Associates Cayman, L.P. and Silver Lake Technology Investors Cayman, L.P. is Silver Lake (Offshore) AIV GP LTD. The shareholders of Silver Lake (Offshore) AIV GP LTD are James A. Davidson, Glenn H. Hutchins, David J. Roux, Edward J. Zander, Alan Austin and Integral Capital Partners SLP LLC. All persons identified above disclaim beneficial ownership of any of the Issuer's Common Shares beneficially owned by New SAC, except to the extent of any pecuniary interest therein.

Remarks:

Each of the following affiliates of Silver Lake Partners, L.P., as joint filers hereof, has appointed Silver Lake (Offshore) AIV GP LTD. as the designated filer to execute and file this statement on Form 4 for and on behalf of such joint filers: Joint Filer: Silver Lake Technology Investors Cayman, L.P. Address: c/o Silver Lake Partners, L.P., 2725 Sand Hill Road, Suite 150, Menlo Park, California 94025 Designated Filer: Silver Lake (Offshore) AIV GP LTD. Issuer: Seagate Technology (STX) Date of Event Requiring Statement: July 30, 2003 Signature: Silver Lake Technology Investors Cayman, L.P. By: Silver Lake (Offshore) AIV GP LTD., its general partner By: Name: Roberta S. Cohen Title: Attorney-in-Fact Joint Filer: Silver Lake Investors Cayman, L.P. Address: c/o Silver Lake Partners, L.P., 2725 Sand Hill Road, Suite 150, Menlo Park, California 94025 Designated Filer: Silver Lake (Offshore) AIV GP LTD. Issuer: Seagate Technology (STX) Date of Event Requiring Statement: July 30, 2003 Signature: Silver Lake Investors Cayman, L.P. By: Silver Lake Technology Associates Cayman, L.P., its general partner By: Silver Lake (Offshore) AIV GP LTD., its general partner By: Name: Roberta S. Cohen Title: Attorney-in-Fact Joint Filer: Silver Lake Partners Cayman, L.P. Address: c/o Silver Lake Partners, L.P., 2725 Sand Hill Road, Suite 150, Menlo Park, California 94025 Designated Filer: Silver Lake (Offshore) AIV GP LTD. Issuer: Seagate Technology (STX) Date of Event Requiring Statement: July 30, 2003 Signature: Silver Lake Partners Cayman, L.P. By: Silver Lake Technology Associates Cayman, L.P., its general partner By: Silver Lake (Offshore) AIV GP LTD., its general partner By: Name: Roberta S. Cohen Title: Attorney-in-Fact

	Roberta S Cohen	08/01/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.