| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Seagate Technology Holdings plc [ STX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/29/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/30/2023 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 11/29/2023 | M | 28,791(1) | A | $45.89 | 92,182 | D | |||
| Ordinary Shares | 11/29/2023 | M | 16,125(1) | A | $46.23 | 108,307 | D | |||
| Ordinary Shares | 11/29/2023 | M | 16,979(1) | A | $54.78 | 125,286 | D | |||
| Ordinary Shares | 11/29/2023 | S | 24,600(1) | D | $79 | 100,686 | D | |||
| Ordinary Shares | 11/29/2023 | S | 350(1) | D | $79.01 | 100,336 | D | |||
| Ordinary Shares | 11/29/2023 | S | 36,945(1) | D | $79.03 | 63,391 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| NQ Options | $45.89 | 11/29/2023 | M | 28,791(1) | 02/20/2020(2) | 02/20/2026 | Ordinary Shares | 28,791 | $0 | 0 | D | ||||
| NQ Options | $54.78 | 11/29/2023 | M | 16,979(1) | 09/09/2020(3) | 09/09/2026 | Ordinary Shares | 16,979 | $0 | 0 | D | ||||
| NQ Options | $46.23 | 11/29/2023 | M | 16,125(1) | 09/09/2021(4) | 09/09/2027 | Ordinary Shares | 16,125 | $0 | 8,869 | D | ||||
| Explanation of Responses: |
| 1. The option exercise and sale of Ordinary Shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 26, 2023, by the Reporting Person. The aggregate number of ordinary shares to be sold under this plan is 78,877. |
| 2. Options granted to the Reporting Person under the Seagate Technology Holdings plc 2012 Equity Incentive Plan (the "Plan") are subject to a four-year vesting schedule. Subject to continuous employment, one quarter of the options will vest on February 20, 2020. The remaining options will vest in equal monthly installments over the 36 months following February 20, 2020. |
| 3. Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. One quarter of the options vested on September 9, 2020. Subject to continuous employment, the remaining options vest in equal monthly installments over the 36 months following September 9, 2020. |
| 4. Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. Subject to continuous employment, one-quarter of the options will vest on September 9, 2021. The remaining options will vest in equal monthly installments over the 36 months following September 9, 2021. |
| Remarks: |
| Exhibit 24 - Power of Attorney attached hereto |
| /s/ Louis J. Thorson Attorney-in-Fact for Gianluca Romano | 12/01/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||