SEC Form 4
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*
AUGUST CAPITAL MANAGEMENT III LLC

(Last) (First) (Middle)
2480 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SEAGATE TECHNOLOGY [ STX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Shares 09/30/2005 J 1,042,924 D $0 4,171,674(1)(2)(3)(10) D
Common Shares 09/30/2005 J 58,504 D $0 234,018(1)(2)(4)(10) D
Common Shares 09/30/2005 J 19,007 D $0 76,031(1)(2)(5)(10) D
Common Shares 09/30/2005 J 116,542 A $0 172,782(6)(9) D
Common Shares 09/30/2005 J 73,326 A $0 101,446(7)(9) D
Common Shares 09/30/2005 J 61,105 A $0 61,105(8)(9) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
AUGUST CAPITAL MANAGEMENT III LLC

(Last) (First) (Middle)
2480 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AUGUST CAPITAL III LP

(Last) (First) (Middle)
2480 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AUGUST CAPITAL STRATEGIC PARTNERS III LP

(Last) (First) (Middle)
2480 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MARQUARDT DAVID F

(Last) (First) (Middle)
2480 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RAPPAPORT ANDREW

(Last) (First) (Middle)
2480 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JOHNSTON JOHN R

(Last) (First) (Middle)
2480 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AUGUST CAPITAL III FOUNDERS FUND LP

(Last) (First) (Middle)
2480 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Designated Filer is August Capital Management III, LLC, the general partner of August Capital III, L.P., August Capital Strategic Partners III, L.P. and August Capital III Founders Fund, L.P. (collectively, the "August Funds").
2. The August Funds, together with affiliates and certain other persons with whom Reporting Persons may be deemed a group, own ordinary shares of New SAC, a Cayman Islands limited liability Company ("New SAC"). David Marquardt, a member of the Designated Filer, is a member of the board of directors of New SAC and the issuer. Each Reporting Person may be deemed a benefical owner of the reported shares but each disclaims beneficial ownership except to the extent of any indirect pecuniary interest therein.
3. Includes 1,042,924 Common Shares received by August Capital III, L.P. from New SAC as part of the September 30, 2005 distribution by New SAC of the issuer's Common Shares to the New SAC shareholders on a pro rata basis in the form of a stock dividend (the "Distribution"). The receipt of the Common Shares by the August Funds through the Distribution was exempt from the reporting and liability provisions of Section 16 pursuant to Rule 16a-13.
4. Includes 58,504 Common Shares received by August Capital III Founders Fund, L.P. from New SAC as part of the Distribution. The receipt of the Common Shares by the August Funds through the Distribution was exempt from the reporting and liability provisions of Section 16 pursuant to Rule 16a-13.
5. Includes 19,007 Common Shares received by August Capital Stategic Partners III, L.P. from New SAC as part of the Distribution. The receipt of the Common Shares by the August Funds through the Distribution was exempt from the reporting and liability provisions of Section 16 pursuant to Rule 16a-13.
6. Represents Common Shares owned solely by David Marquardt.
7. Represents Common Shares owned solely by Andrew Rappaport.
8. Represents Common Shares owned solely by John R. Johnston.
9. Common Shares were received from the August Funds pursuant to a distribution without additional consideration to partners in pro rata distributions pursuant to partnership agreements.
10. Distributed without additional consideration to partners in pro rata distributions pursuant to partnership agreements.
/s/ Mark G. Wilson, Member and by power of attorney for all other Reporting Persons 10/04/2005
** 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).
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