X0303 4 2011-03-02 0 0001477294 Sensata Technologies Holding N.V. ST 0001040508 BAIN CAPITAL INVESTORS LLC 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001379476 BCIP Associates III 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001379519 BCIP Associates III-B 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001379521 BCIP Trust Associates III-B 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001430079 BCIP Associates-G 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001486142 Sensata Investment Co S.C.A 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001486718 Sensata Management Co S.C.A 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001309468 BAIN CAPITAL FUND VIII, L.P. 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001309467 BAIN CAPITAL VIII COINVESTMENT FUND, L.P. 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 0001309466 BAIN CAPITAL PARTNERS VIII, L.P. 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 Ordinary Shares, par value EUR 0.01 per share 2011-03-02 4 S 0 2963058 31.9898 D 89626932 I See Footnotes On March 2, 2011, Sensata Investment Company S.C.A. ("Sensata Investment Co.") sold 2,963,058 ordinary shares of Sensata Technologies Holding N.V. Following such sale, Sensata Investment Co. held 89,626,932 ordinary shares of Sensata Technologies Holding N.V. 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 Sensata Technologies Holding N.V. 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. 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, BCI may be deemed to share voting and dispositive power with respect to the ordinary shares of Sensata Technologies Holding N.V. 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. This Form 4 is being filed in two parts due to the large number of reporting persons. This filing is two of two. /s/ Bain Capital Investors, LLC By: Managing Director 2011-03-03