| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sensata Technologies Holding plc [ ST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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, par value EUR 0.01 per share | 06/01/2021 | M(1) | 78,856 | A | $33.48 | 337,924(2) | D | |||
| Ordinary Shares, par value EUR 0.01 per share | 06/01/2021 | S(1) | 78,856 | D | $60.0156(3) | 259,068(2) | D | |||
| Ordinary Shares, par value EUR 0.01 per share | 06/02/2021 | M(1) | 12,944 | A | $33.48 | 272,012(2) | D | |||
| Ordinary Shares, par value EUR 0.01 per share | 06/02/2021 | S(1) | 12,944 | D | $60(4) | 259,068(2) | D | |||
| Ordinary Shares, par value EUR 0.01 per share | 89,766 | I | By Irrevocable Family Trust(5) | |||||||
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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 | ||||||||
| Stock options to Buy | $33.48 | 06/01/2021 | M(1) | 78,856 | (6) | 04/01/2022 | Ordinary Shares, par value EUR 0.01 per share | 78,856 | $0 | 12,944 | D | ||||
| Stock options to Buy | $33.48 | 06/02/2021 | M(1) | 12,944 | (6) | 04/01/2022 | Ordinary Shares, par value EUR 0.01 per share | 12,944 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The transactions being reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 30, 2021. |
| 2. Includes 240,759 unvested restricted stock units, of which 152,381 are subject to performance conditions. |
| 3. Reflects the sale of an aggregate of 78,856 shares of common stock on June 1, 2021, at the weighted average sales price of $60.0156. The prices for these sales range from $60.00 to $60.26. The filer undertakes to provide, upon request by the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 4. Reflects the sale of an aggregate of 12,944 shares of common stock on June 2, 2021, at the weighted average sales price of $60.00. The prices for these sales range from $60.00 to $60.005. The filer undertakes to provide, upon request by the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 5. Represents shares held by an irrevocable family trust having a disinterested trustee for the benefit of the reporting person's spouse and children (the "Cote Family 2020 Irrevocable Trust"). |
| 6. This option award became exercisable over four years at 25% per year, beginning on the first anniversary date of April 1, 2013. All options are currently exercisable. |
| Remarks: |
| /s/ Michael Richards by power of attorney | 06/03/2021 | |
| ** 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. | ||