-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EE6UlGIQAhyl4+zaGnWom3N+ECjQqJGteEyFIFLjnZWmkTxXZjOKMoQsOGNKagXV wNWHA6pWRJZA4AXeL0WkNA== 0001181431-10-055694.txt : 20101115 0001181431-10-055694.hdr.sgml : 20101115 20101115172541 ACCESSION NUMBER: 0001181431-10-055694 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101111 FILED AS OF DATE: 20101115 DATE AS OF CHANGE: 20101115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EDGERLEY PAUL B CENTRAL INDEX KEY: 0001075973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34652 FILM NUMBER: 101194165 MAIL ADDRESS: STREET 1: 17304 PRESTON ROADS STREET 2: SUITE 700 CITY: DALLAS STATE: TX ZIP: 75252 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sensata Technologies Holding N.V. CENTRAL INDEX KEY: 0001477294 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: KOLTHOFSINGEL 8 CITY: ALMEMO STATE: P7 ZIP: 7602 EM BUSINESS PHONE: 31-546-979-450 MAIL ADDRESS: STREET 1: KOLTHOFSINGEL 8 CITY: ALMEMO STATE: P7 ZIP: 7602 EM FORMER COMPANY: FORMER CONFORMED NAME: Sensata Technologies Holding B.V. DATE OF NAME CHANGE: 20091120 4 1 rrd291227.xml FORM 4 X0303 4 2010-11-11 0 0001477294 Sensata Technologies Holding N.V. ST 0001075973 EDGERLEY PAUL B C/O BAIN CAPITAL PARTNERS, LLC 111 HUNTINGTON AVENUE BOSTON MA 02199 1 0 1 0 Ordinary Shares, par value EUR 0.01 per share 2010-11-11 4 J 0 1107334 0 D 133605558 I See Footnotes Ordinary Shares, par value EUR 0.01 per share 2010-11-11 4 G 0 45474 0 D 0 D On November 11, 2010, Sensata Investment Company S.C.A. ("Sensata Investment Co.") distributed 1,107,334 ordinary shares of Sensata Technologies Holdings N.V. (the "Issuer") to certain Bain Capital Funds discussed below. Following such distribution, Sensata Investment Co. held 133,605,558 shares of the Issuer. The recipient funds further distributed the ordinary shares to one or more members or partners in connection with certain charitable gifts made by such members or partners on November 11, 2010. 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 footnote (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 Sensata Technologies Holdings, N.V. 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.(Continued in Footnote 4). In connection with the distribution discussed in the first sentence of Footnote 1, certain of the Bain Capital Funds received ordinary shares of the Issuer. Each of such Bain Capital Funds then further distributed all of the ordinary shares of the Issuer it received from Sensata Investment Co. to one or more members or partners in connection with certain charitable gifts made by such members or partners on November 11, 2010. Paul Edgerley is a Managing Director and member of the investment committee of BCI. 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. By virtue of his relationship with BCI, Mr. Edgerley may be deemed to share voting and dispositive power with respect to the shares of the issuer that may be deemed to be beneficially owned by the Bain Capital Funds. Mr. Edgerley disclaims beneficial ownership of the ordinary shares that may be deemed to be beneficially owned by the Bain Capital Funds except to the extent of his pecuniary interest therein. Mr. Zide received 45,516 ordinary shares of the Issuer in connection with the distributions described in the footnote above. Mr. Zide made a charitable gift of all 45,516 ordinary shares that he received in connection with such distributions. /s/ Paul B. Edgerley 2010-11-15 -----END PRIVACY-ENHANCED MESSAGE-----