0000929638-13-000178.txt : 20130214 0000929638-13-000178.hdr.sgml : 20130214 20130214162613 ACCESSION NUMBER: 0000929638-13-000178 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: DME ADVISORS GP LLC GROUP MEMBERS: DME ADVISORS LP GROUP MEMBERS: DME CAPITAL MANAGEMENT LP GROUP MEMBERS: DME MANAGEMENT GP LLC GROUP MEMBERS: GREENLIGHT CAPITAL INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Seagate Technology plc CENTRAL INDEX KEY: 0001137789 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 980648577 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78870 FILM NUMBER: 13614461 BUSINESS ADDRESS: STREET 1: 38/39 FITZWILLIAM SQUARE CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: (353) (1) 234-3136 MAIL ADDRESS: STREET 1: 38/39 FITZWILLIAM SQUARE CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Seagate Technology DATE OF NAME CHANGE: 20090330 FORMER COMPANY: FORMER CONFORMED NAME: SEAGATE TECHNOLOGY DATE OF NAME CHANGE: 20021212 FORMER COMPANY: FORMER CONFORMED NAME: SEAGATE TECHNOLOGY HOLDINGS DATE OF NAME CHANGE: 20010406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 green_seagate-sch13g.htm AMENDMENT NO.1 TO SCHEDULE 13G green_seagate-sch13g.htm
 
                                         UNITED STATES
                                      SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549
 
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SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 

Seagate Technology Public Limited Company
(Name of Issuer)

Ordinary shares, par value $0.00001 per share
(Title of Class of Securities)

G7945M107
(CUSIP Number)

December 31, 2012
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 [  ]           Rule 13d-1(b)
 
 [x]           Rule 13d-1(c)
 
 [  ]           Rule 13d-1(d)
 
*           The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.  Beneficial ownership information contained herein is given as of the date listed above.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
 
1
Names of Reporting Persons.
Greenlight Capital, L.L.C.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
2,223,960 shares**
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
2,223,960 shares**
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,223,960 shares**
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
0.6%**
12
Type of Reporting Person (See Instructions)
OO

**SEE ITEM 4(b).
 

 
 
 
 
1
Names of Reporting Persons.
Greenlight Capital, Inc.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
5,435,196 shares**
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
5,435,196 shares**
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,435,196 shares**
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
1.4%**
12
Type of Reporting Person (See Instructions)
CO

 
**SEE ITEM 4(b).
 

 
 
 
 
 
1
Names of Reporting Persons.
DME Management GP, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
998,100 shares**
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
998,100 shares**
9
Aggregate Amount Beneficially Owned by Each Reporting Person
998,100 shares**
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
0.3%**
12
Type of Reporting Person (See Instructions)
OO

 
**SEE ITEM 4(b).
 

 
 
 
 
1
Names of Reporting Persons.
DME Advisors, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
812,900 shares**
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
812,900 shares**
9
Aggregate Amount Beneficially Owned by Each Reporting Person
812,900 shares**
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
0.2%**
12
Type of Reporting Person (See Instructions)
PN

 
**SEE ITEM 4(b).
 

 
 
 
 
1
Names of Reporting Persons.
DME Capital Management, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
1,978,600 shares**
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
1,978,600 shares**
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,978,600 shares**
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
0.5%**
12
Type of Reporting Person (See Instructions)
PN

 
**SEE ITEM 4(b).
 

 
 
 
 
1
Names of Reporting Persons.
DME Advisors GP, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
2,791,500 shares**
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
2,791,500 shares**
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,791,500 shares**
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
0.7%**
12
Type of Reporting Person (See Instructions)
OO

 
**SEE ITEM 4(b).
 

 
 
 
 
1
Names of Reporting Persons.
David Einhorn
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
U.S. Citizen
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
8,370,896 shares**
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
8,370,896 shares**
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,370,896 shares**
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
2.2%**
12
Type of Reporting Person (See Instructions)
IN

 
**SEE ITEM 4(b).
 

 
 
 

SCHEDULE 13G
 
This Amendment No. 1 (the “Amendment”) to Schedule 13G relating to ordinary shares, par value $0.00001 per share (“Ordinary Shares”), of Seagate Technology plc, a public limited company incorporated in Ireland (the “Issuer”), is being filed with the Securities and Exchange Commission (the “SEC”) as an amendment to the Schedule 13G filed with the SEC on June 11, 2012 on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Management GP, LLC, a Delaware limited liability company (“DME Management GP”), DME Advisors, LP, a Delaware limited partnership (“DME Advisors”), DME Capital Management, LP, a Delaware limited partnership (“DME CM”), DME Advisors GP, LLC, a Delaware limited liability company (“DME GP” and together with Greenlight LLC, Greenlight Inc., DME Management GP, DME Advisors and DME CM, “Greenlight”), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the “Reporting Persons”).
 
This Amendment relates to Ordinary Shares of the Issuer purchased by Greenlight for the account of (i) Greenlight Capital, L.P. (“Greenlight Fund”) of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, (ii) Greenlight Capital Qualified, L.P. (“Greenlight Qualified”) of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, (iii) Greenlight Capital Offshore Partners (“Greenlight Offshore”) for which Greenlight Inc. acts as investment manager, (iv) a managed account for which DME Advisors acts as investment manager (the “Managed Account”), (v) Greenlight Capital (Gold), LP (“Greenlight Gold”) of which DME Management GP is the general partner and for which DME CM acts as investment manager, (vi) Greenlight Capital Offshore Master (Gold), Ltd. (“Greenlight Gold Offshore”) for which DME CM acts as investment manager, and (vii) Greenlight Masters Partners (“Greenlight Masters”), for which Mr. Einhorn may be deemed to have indirect investment and/or voting power through its general partners and/or investment manager. DME GP is the general partner of DME Advisors and of DME CM.
 
This Amendment is being filed to amend and restate Items 4 and 5 as follows:
 
Item 4
Ownership:

Item 4(a)
Amount Beneficially Owned:

 
i)
Greenlight LLC may be deemed the beneficial owner of an aggregate of 2,223,960 Ordinary Shares held for the accounts of Greenlight Fund and Greenlight Qualified.
     
 
ii)
Greenlight Inc. may be deemed the beneficial owner of an aggregate of 5,435,196 Ordinary Shares held for the accounts of Greenlight Fund, Greenlight Qualified and Greenlight Offshore.
     
 
iii)
DME Management GP may be deemed the beneficial owner of 998,100 Ordinary Shares held for the account of Greenlight Gold.
     
 
iv)
DME Advisors may be deemed the beneficial owner of 812,900 Ordinary Shares held for the Managed Account.
     
 
v)
DME CM may be deemed the beneficial owner of 1,978,600 Ordinary Shares held for the accounts of Greenlight Gold and Greenlight Gold Offshore.
     
 
vi)
DME GP may be deemed the beneficial owner of 2,791,500 Ordinary Shares held for the accounts of Greenlight Gold, Greenlight Gold Offshore and the Managed Account.
     
 
vii)
Mr. Einhorn may be deemed the beneficial owner of 8,370,896 Ordinary Shares. This number consists of: (A) an aggregate of 2,223,960 Ordinary Shares held for the accounts of Greenlight Fund and Greenlight Qualified, (B) 3,211,236 Ordinary Shares held for the account of Greenlight Offshore, (C) 998,100 Ordinary Shares held for the account of Greenlight Gold, (D) 980,500 Ordinary Shares held for the account of Greenlight Gold Offshore, (E) 812,900 Ordinary Shares held for the Managed Account, and (F) 144,200 Ordinary Shares held for the account of Greenlight Masters.

The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the Ordinary Shares owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, the Managed Account or Greenlight Masters.  Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any shares of the Ordinary Shares, if applicable.

Item 4(b)
Percent of Class:

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The percentages reported herein have been determined by dividing the number of Ordinary Shares beneficially owned by each of the Reporting Persons by 377,494,162, the number of Ordinary Shares outstanding as of October 26, 2012, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on October 31, 2012 with the SEC.

Item 4(c)
Number of shares as to which each such person has voting and dispositive power:

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.

Item 5
Ownership of Five Percent or Less of a Class
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].
   

 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:              February 14, 2013

 
GREENLIGHT CAPITAL, L.L.C.
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
GREENLIGHT CAPITAL, INC.
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME MANAGEMENT GP, LLC
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME ADVISORS, LP
   
 
By: DME Advisors GP, LLC,
 
its General Partner
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME CAPITAL MANAGEMENT, LP
   
 
By: DME Advisors GP, LLC,
 
its General Partner
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME ADVISORS GP, LLC
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
/s/ DANIEL ROITMAN**
 
Daniel Roitman, on behalf of David Einhorn


* The Joint Filing Agreement, executed by and among the Reporting Persons, filed with the Schedule 13G filed with the Securities and Exchange Commission on June 11, 2012 by the Reporting Persons with respect to the Issuer, is hereby incorporated by reference.

** The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G on David Einhorn’s behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference.