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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-Based Restricted Share Units | $ 0 | 07/20/2024 | A | 13,006 | (2) | (2) | Ordinary Shares | 13,006 | $ 0 | 13,006 | D | ||||
| Performance-Based Restricted Share Units | $ 0 | 07/20/2024 | A | 31,330 | (3) | (3) | Ordinary Shares | 31,330 | $ 0 | 31,330 | D | ||||
| Performance-Based Restricted Share Units | $ 0 | 09/09/2024 | M | 13,006 | (2) | (2) | Ordinary Shares | 13,006 | $ 0 | 0 | D | ||||
| Performance-Based Restricted Share Units | $ 0 | 09/09/2024 | M | 31,330 | (3) | (3) | Ordinary Shares | 31,330 | $ 0 | 0 | D | ||||
| Restricted Share Unit | $ 0 | 09/09/2024 | M | 9,006 | (4) | (4) | Ordinary Shares | 9,006 | $ 0 | 9,007 | D | ||||
| Restricted Share Unit | $ 0 | 09/09/2024 | M | 2,814 | (5) | (5) | Ordinary Shares | 2,814 | $ 0 | 22,517 | D | ||||
| NQ Options | $ 101.34 | 09/09/2024 | A | 103,060 | (6) | 09/09/2031 | Ordinary Shares | 103,060 | $ 0 | 103,060 | D | ||||
| Restricted Share Unit | $ 0 | 09/09/2024 | A | 38,650 | (7) | (7) | Ordinary Shares | 38,650 | $ 0 | 38,650 | D | ||||
| Restricted Share Unit | $ 0 | 09/09/2024 | A | 4,550 | (8) | (8) | Ordinary Shares | 4,550 | $ 0 | 4,550 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOSLEY WILLIAM D SEAGATE TECHNOLOGY HOLDINGS PLC 47488 KATO ROAD FREMONT, CA 94538 |
X | Chief Executive Officer | ||
| /s/ Louis J. Thorson, Attorney-in-Fact for William D. Mosley | 09/11/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These Ordinary Shares are withheld securities to cover tax liabilities incident to the vesting of restricted share units previously reported on one or more Forms 4 by the Reporting Person in accordance with Rule 16b-3. |
| (2) | On July 20, 2024, the Compensation Committee of the Board of Directors of the Issuer determined that the performance conditions were met with respect to 13,006 of the 52,027 Threshold Performance Share Units granted to Mr. Mosley on September 9, 2019. The 13,006 Ordinary Shares vested on September 9, 2024. |
| (3) | On July 20, 2024, the Compensation Committee of the Board of Directors of the Issuer determined that the performance conditions were met with respect to 31,330 of the 62,660 Threshold Performance Share Units granted to Mr. Mosley on September 9, 2020. The 31,330 Ordinary Shares vested on September 9, 2024. |
| (4) | Consists of a grant of RSUs awarded to the Reporting Person subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on September 9, 2022 and each one year anniversary thereafter. |
| (5) | Consists of a grant of RSUs awarded to the Reporting Person subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on September 9, 2023 and then in equal quarterly installments thereafter. |
| (6) | Options granted to the Reporting Person are subject to a four-year vesting schedule. Subject to continuous employment, one-quarter shall vest on September 9, 2025 and then in equal quarterly installments thereafter. |
| (7) | Consists of a grant of RSUs awarded to the Reporting Person subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, one-quarter shall vest starting on September 9, 2025 and then in equal quarterly installments thereafter. |
| (8) | Consists of a grant of RSUs awarded to the Reporting Person. Subject to the Reporting Person's continuous employment, 100% shall vest on September 9, 2025. |