SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Sullivan Martha N. (Last) (First) (Middle) C/O SENSATA TECHNOLOGIES, INC. 529 PLEASANT STREET (Street) ATTLEBORO MA 02703 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/10/2010	3. Issuer Name and Ticker or Trading Symbol Sensata Technologies Holding N.V. [ ST ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive VP and COO	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, par value EUR 0.01 per share	8,977(1)	D
Ordinary Shares, par value EUR 0.01 per share	74,300(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options to Buy	(3)	05/15/2016	Ordinary shares	1,629,191(3)	$6.99	D
Stock Options to Buy	(4)	09/04/2019	Ordinary shares	200,000(4)	$14.8	D

Explanation of Responses:

1. Consists of vested restricted ordinary shares granted to the reporting person on May 15, 2006. The restricted ordinary shares vested on May 15, 2007.

2. Consists of unvested restricted ordinary shares granted to the reporting person on December 9, 2009. The restricted ordinary shares vest in five equal annual installments beginning one year from the date of grant.

3. Consists of 543,064 Tranche I options and 1,086,127 Tranche II options granted to the reporting person on May 15, 2006. The Tranche I options vest as follows: 40% upon the second anniversary of the date of grant and 20% upon each of the third, fourth and fifth anniversaries of the date of grant. Vesting of Tranche II options is conditioned upon the achievement of a performance target at which time they become subject to time vesting in the same manner as the Tranche I options. 325,838 of the Tranche I options have vested; no Tranche II options have vested.

4. Consists of Tranche I options granted to the reporting person on September 4, 2009. The Tranche I options vest in five equal annual installments beginning one year from the date of grant.

	/s/ Martha N. Sullivan	03/10/2010
	** 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 5 (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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