0001181431-13-009877.txt : 20130214
0001181431-13-009877.hdr.sgml : 20130214
20130214181845
ACCESSION NUMBER: 0001181431-13-009877
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130212
FILED AS OF DATE: 20130214
DATE AS OF CHANGE: 20130214
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: BAIN CAPITAL INVESTORS LLC
CENTRAL INDEX KEY: 0001040508
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34652
FILM NUMBER: 13616776
BUSINESS ADDRESS:
STREET 1: JOHN HANCOCK TOWER
STREET 2: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: JOHN HANCOCK TOWER
STREET 2: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCIP Associates-G
CENTRAL INDEX KEY: 0001430079
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34652
FILM NUMBER: 13616774
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL INVESTORS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL INVESTORS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sensata Investment Co S.C.A
CENTRAL INDEX KEY: 0001486142
STATE OF INCORPORATION: N4
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34652
FILM NUMBER: 13616773
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL PARTNERS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2878
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL PARTNERS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sensata Management Co S.C.A
CENTRAL INDEX KEY: 0001486718
STATE OF INCORPORATION: N4
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34652
FILM NUMBER: 13616772
BUSINESS ADDRESS:
STREET 1: JOHN HANCOCK TOWER
STREET 2: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2878
MAIL ADDRESS:
STREET 1: JOHN HANCOCK TOWER
STREET 2: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bain Capital Partners IX, L.P.
CENTRAL INDEX KEY: 0001486793
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34652
FILM NUMBER: 13616775
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL INVESTORS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2878
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL INVESTORS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
4
1
rrd370237.xml
FORM 4
X0306
4
2013-02-12
0
0001477294
Sensata Technologies Holding N.V.
ST
0001040508
BAIN CAPITAL INVESTORS LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001486793
Bain Capital Partners IX, L.P.
JOHN HANCOCK TOWER
200 CLARENDON ST
BOSTON
MA
02116
0
0
1
0
0001430079
BCIP Associates-G
JOHN HANCOCK TOWER, 200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001486142
Sensata Investment Co S.C.A
JOHN HANCOCK TOWER
200 CLARENDON ST.
BOSTON
MA
02116
0
0
1
0
0001486718
Sensata Management Co S.C.A
JOHN HANCOCK TOWER
200 CLARENDON ST.
BOSTON
MA
02116
0
0
1
0
Ordinary Shares, par value EUR 0.01 per share
2013-02-12
4
J
0
1691922
0
D
78277590
I
See Footnotes
Ordinary Shares, par value EUR 0.01 per share
2013-02-12
4
J
0
647079
0
D
77630511
I
See Footnotes
On February 12, 2013, Sensata Investment Company S.C.A. ("Sensata Investment Co.") distributed (i) 647,079 ordinary shares of Sensata Technologies Holding N.V. (the "Issuer") to certain Bain Capital Funds discussed below, (ii) 1,674,896 ordinary shares of the Issuer to Asia Opportunity Fund II, L.P. ("Asia Fund II") and (iii) 17,026 ordinary shares to AOF II Employee Co-invest Fund, L.P ("AOF II"). Following such distributions, Sensata Investment Co. held 77,630,511 ordinary shares of the Issuer. The recipient Bain Capital Funds further distributed the ordinary shares to one or more members or partners in connection with certain charitable gifts made by such much members or partners on February 12, 2013. Asia Fund II and AOF II, which are equity holders of Sensata Investment Co., did not further distribute the ordinary shares.
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 proviso (i) of the first sentence in Footnote 1, certain Bain Capital Funds received ordinary shares of the Issuer. Each 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 February 12, 2013.
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 these relationships with BCI, BCI 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. BCI and each of the Bain Capital Funds disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of their pecuniary interest therein.
/s/ Paul Edgerley
2013-02-14