0001181431-13-031310.txt : 20130529
0001181431-13-031310.hdr.sgml : 20130529
20130529172742
ACCESSION NUMBER: 0001181431-13-031310
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130524
FILED AS OF DATE: 20130529
DATE AS OF CHANGE: 20130529
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ZIDE STEPHEN M
CENTRAL INDEX KEY: 0001212455
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34652
FILM NUMBER: 13879199
MAIL ADDRESS:
STREET 1: BAIN CAPITAL PARTNERS
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
4
1
rrd381452.xml
FORM 4
X0306
4
2013-05-24
0
0001477294
Sensata Technologies Holding N.V.
ST
0001212455
ZIDE STEPHEN M
C/O BAIN CAPITAL INVESTORS, LLC
JOHN HANCOCK TOWER, 200 CLARENDON STREET
BOSTON
MA
02116
1
0
1
0
Ordinary Shares, par value EUR 0.01 per share
2013-05-28
4
S
0
11790760
35.95
D
49368674
I
See Footnotes
Stock options to buy
34.54
2013-05-24
4
A
0
11700
0
A
2014-05-24
2023-05-24
Ordinary Shares, par value EUR 0.01 per share
11700
11700
D
On May 28, 2013, Sensata Investment Company S.C.A. ("Sensata Investment Co.") sold 11,790,760 ordinary shares of Sensata Technologies Holding N.V. (the "Issuer"). Following such sale, Sensata Investment Co. held 49,368,674 ordinary shares of the Issuer.
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 footnotes (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 the Issuer 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.
Mr. Stephen Zide is a Managing Director and a 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. Zide may be deemed to share voting and dispositive power with respect to the ordinary shares of the Issuer that may be deemed to be beneficially owned by the Bain Capital Funds. Mr. Zide disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of his pecuniary interest therein.
Consists of options granted to Mr. Zide on May 24, 2013 pursuant to the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan. These options vest 100% on the first anniversary of the date of the grant.
/s/ Stephen Zide
2013-05-29