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

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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^*

WATKINS WILLIAM D

(Last)

(First)

(Middle)

920 DISC DRIVE

ATTN: STOCK PLAN ADMINISTRATION

(Street)

SCOTTS VALLEY

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)
	Director, President and COO

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2004

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	01/30/2004		J	V	972⁽¹⁾	A	$13.855	972	D
Common Shares								282,500,000	I	Member of the Board New SAC⁽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)
NQ Stock Option	$2.3							11/22/2001⁽³⁾	07/24/2011	Common Shares	652,174		652,174	D
NQ Stock Option	$8.22							02/14/2005⁽⁴⁾	02/14/2013	Common Shares	1,500,000		2,152,174	D

Explanation of Responses:

1. Shares acquired on 30 January 2004 under the Company's Employee Stock Purchase Plan.

2. The Reporting Person is the chief operating officer and a member of the board of directors of New SAC. New SAC is the direct parent company of the issuer and owns 282,500,000 of the Issuer's common shares, par value $0.00001 per share (the "Common Shares"). As the chief operating officer and a director of New SAC, the Reporting Person may be deemed to have shared voting and dispositive power over the Issuer's Common Shares held by New SAC. This Reporting Person, however, disclaims beneficial ownership of any of the Issuer's Common Shares beneficially ownded by New SAC, except to the extent of any pecuniary interest therein.

3. 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 remaining option shares are vesting and will continue to vest proportionally each month over the 36 months following November 22, 2001.

4. Options granted to the Reporting Person under the Issuer's 2001 Share Option Plan are subject to a six year vesting schedule as follows: 200,000 option shares will vest on February 14, 2005. 250,000 option shares will vest proportionately on a amonthly basis over the one-year period from February 14, 2005 throught February 14, 2006. 300,000 shares will vest proportionately on a monthly basis over the one-year period from February 14, 2006 through February 14, 2007. 350,000 option shares will vest proportionately on a monthly basis over the one-year period from February 14, 2007 thourgh February 14, 2008. 400,000 option shares will vest proportionately on a monthly basis over the one-year period from February 14, 2008 through February 14, 2009.

	/s/ Roberta S. Cohen for William D. Watkins	03/08/2004
	** 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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