0001181431-14-020983.txt : 20140522 0001181431-14-020983.hdr.sgml : 20140522 20140522213424 ACCESSION NUMBER: 0001181431-14-020983 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140520 FILED AS OF DATE: 20140522 DATE AS OF CHANGE: 20140522 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: 14865368 MAIL ADDRESS: STREET 1: BAIN CAPITAL PARTNERS STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 4 1 rrd410057.xml FORM 4 X0306 4 2014-05-20 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 2014-05-20 4 J 0 1074021 0 D 29476611 I See Footnotes Ordinary Shares, par value EUR 0.01 per share 2014-05-20 4 G 0 30000 0 D 0 D On May 20, 2014, Sensata Investment Company S.C.A. ("Sensata Investment Co.") distributed 1,074,021 ordinary shares of Sensata Technologies Holding N.V. (the "Issuer") to certain Bain Capital Funds discussed below. Following such distributions, Sensata Investment Co. held 29,476,611 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 (5) 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. In connection with the distribution to the Bain Capital Funds discussed in Footnote 1, certain Bain Capital Funds received ordinary shares of the Issuer. Each such Bain Capital Fund 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 charitable gifts made by such members or partners on May 20, 2014. 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 the relationships described in these footnotes, 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. The governance, investment strategy and decision making process with respect to the investments held by the Bain Capital Funds is directed by BCI's Global Private Equity Board ("GPEB"). Mr. Stephen Zide is a Managing Director of BCI and a member of GPEB. By virtue of the relationships described in these footnotes, Mr. Zide may be deemed to share voting and dispositive power with respect to the ordinary shares of the Issuer held by Sensata Investment Co. Mr. Zide disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of his pecuniary interest therein. Mr. Zide made a charitable gift of all 30,000 shares that he received in connection with the distribution. /s/ Stephen Zide 2014-05-22