0001181431-12-064556.txt : 20121213 0001181431-12-064556.hdr.sgml : 20121213 20121213181335 ACCESSION NUMBER: 0001181431-12-064556 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121211 FILED AS OF DATE: 20121213 DATE AS OF CHANGE: 20121213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ward Michael De Courcy CENTRAL INDEX KEY: 0001486795 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34652 FILM NUMBER: 121263173 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL PARTNERS, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 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 rrd363336.xml FORM 4 X0306 4 2012-12-11 0 0001477294 Sensata Technologies Holding N.V. ST 0001486795 Ward Michael De Courcy C/O BAIN CAPITAL PARTNERS, LLC JOHN HANCOCK TOWER, 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 Ordinary Shares, par value EUR 0.01 per share 2012-12-11 4 J 0 562224 0 D 89064708 I See Footnotes Ordinary Shares, par value EUR 0.01 per share 2012-12-11 4 G 0 12260 0 D 0 D On December 11, 2012, Sensata Investment Company S.C.A. ("Sensata Investment Co.") distributed 562,224 ordinary shares of Sensata Technologies Holding N.V. (the "Issuer") to certain Bain Capital Funds discussed below. Following such distribution, Sensata Investment Co. held 89,064,708 ordinary 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 much members or partners on December 11, 2012. 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 discussed in the first sentence in Footnote 1, certain 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 charitable gifts made by such members or partners on December 11, 2012. Mr. Ward is the Managing Director 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. Ward 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. Ward disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of his pecuniary interest therein. Mr. Ward received 12,260 shares of the Issuer in connection with the distribution described in the footnotes above. Mr. Ward made a charitable gift of all 12,260 shares that he received in connection with such distributions. /s/ Michael Ward 2012-12-13