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
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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*
DEXHEIMER BRIAN S

(Last) (First) (Middle)
920 DISC DRIVE
ATTN: STOCK PLAN ADMINISTRATION

(Street)
SCOTTS VALLEY CA 95067

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP, Sales, Mktg & CS
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2005
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)
Code V Amount (A) or (D) Price
Common Shares 05/17/2005 M 5,500 A $2.3 35,500 I Dexheimer Generation Skipping Trust
Common Shares 05/17/2005 S 5,500 D $19(1) 30,000 I Dexheimer Generation Skipping Trust
Common Shares 05/18/2005 M 13,000 A $2.3 43,000 I Dexheimer Generation Skipping Trust
Common Shares 05/18/2005 S 13,000 D $19.6(1) 30,000 I Dexheimer Generation Skipping Trust
Common Shares 05/18/2005 M 20,000 A $2.3 24,000 I Dexheimer Grantor Retained Annuity Trust
Common Shares 05/18/2005 S 20,000 D $19.6(6) 4,000 I Dexheimer Grantor Retained Annuity Trust
Common shares 376,583(2) D
Common Shares 76,666 I See Footnote(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NQ Stock Option $2.3 05/17/2005 M 5,500 11/22/2001(4) 07/24/2011 Common Shares 5,500 $2.3 13,000 I Dexheimer Generation Skipping Trust
NQ Stock Option $2.3 05/18/2005 M 13,000 11/22/2001(4) 07/24/2011 Common shares 13,000 $2.3 0 I Dexheimer Generation Skipping Trust
NQ Stock Option $2.3 05/18/2005 M 20,000 11/22/2001(4) 07/24/2011 Common Shares 20,000 $2.3 0 I Dexheimer Grantor Retained Annuity Trust
NQ Stock Option $2.3 11/22/2001(4) 07/24/2011 Common Shares 35,413 35,413 D
NQ Stock Option $9.305 02/03/2004(5) 02/03/2013 Common Shares 970,000 970,000 D
Explanation of Responses:
1. The sale reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on April 27, 2005.
2. Includes 96,583 common shares, par value $0.00001 per share (the "Common Shares"), of Seagate Technology (the "Issuer") received by the Reporting Person from New SAC as part of the May 16, 2005 distribution (the "Distribution") by New SAC of the Issuer's Common Shares to the New SAC shareholders on a pro rata basis in the form of a stock dividend. The Reporting Person's receipt of the Common Shares through the Distribution was exempt from the reporting and the liability provisions of Section 16 pursuant to Rule 16a-9.
3. Represents 76,666 Common Shares received by Silver Sea Limited Partnership ("Silver Sea") from New SAC as part of the Distribution. Silver Sea's receipt of the Common Shares through the Distribution was exempt from the reporting and liability provisions of Section 16 pursuant to Rule 16a-9. The Reporting Person disclaims beneficial ownership of any of the Issuer's Common Shares beneficially owned by Silver Sea except to the extent of any pecuniary interest therein.
4. Options granted to the Reporting Person under the Issuer's 2001 Share Option Plan are subject to a four-year vesting schedule. One quarter of the option shares vested on November 22, 2001. The balance of the option shares vested monthly proportionately over the 36 months following November 22, 2001.
5. Options granted to the Reporting Person under the Issuer's 2001 Share Option Plan are subject to a five year vesting schedule. One fifth (20%) of the option shares vested on February 3, 2004. The balance of the option shares (80%) are vesting and will continue to vest proportionally each month over the 48 months following February 3, 2004.
6. The sale reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on April 28, 2005.
/s/ Roberta S. Cohen for Brian S. Dexheimer 05/19/2005
** 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).
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