| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Seagate Technology Holdings plc [ STX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2022 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
| Ordinary Shares | 09/09/2022 | M | 1,807 | A | $0 | 23,131(1)(2)(3) | D | |||
| Ordinary Shares | 09/09/2022 | F | 625(4) | D | $68.83 | 22,506 | D | |||
| Ordinary Shares | 09/09/2022 | M | 3,847 | A | $0 | 26,353 | D | |||
| Ordinary Shares | 09/09/2022 | F | 1,331(4) | D | $68.83 | 25,022 | D | |||
| Ordinary Shares | 09/09/2022 | M | 1,885 | A | $0 | 26,907 | D | |||
| Ordinary Shares | 09/09/2022 | F | 720(4) | D | $68.83 | 26,187 | D | |||
| Ordinary Shares | 09/09/2022 | M | 3,908 | A | $0 | 30,095 | D | |||
| Ordinary Shares | 09/10/2022 | F | 1,938(4) | D | $68.83 | 28,157 | 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 | ||||||||
| Restricted Share Unit | (5) | 09/09/2022 | M | 1,807 | (6) | (6) | Ordinary Shares | 1,807 | $0 | 1,808 | D | ||||
| Restricted Share Unit | (5) | 09/09/2022 | M | 3,847 | (7) | (7) | Ordinary Shares | 3,847 | $0 | 7,696 | D | ||||
| Restricted Share Unit | (5) | 09/09/2022 | M | 1,885 | (8) | (8) | Ordinary Shares | 1,885 | $0 | 5,655 | D | ||||
| Restricted Share Unit | (5) | 09/10/2022 | M | 3,908 | (9) | (9) | Ordinary Shares | 3,908 | $0 | 0 | D | ||||
| Restricted Share Unit | $0.0 | 09/09/2022 | A | 7,985 | (10) | (10) | Ordinary Shares | 7,985 | $0 | 7,985 | D | ||||
| Restricted Share Unit | $0.0 | 09/09/2022 | A | 2,800 | (11) | (11) | Ordinary Shares | 2,800 | $0 | 2,800 | D | ||||
| Explanation of Responses: |
| 1. Includes 176 Ordinary Shares purchased by Reporting Person on July 30, 2021 under the Issuer's Employee Stock Purchase Plan. Such acquisition is exempt from reporting pursuant to Rule 16b-3 under the Securities Exchange Act of 1934. |
| 2. Includes 132 Ordinary Shares purchased by Reporting Person on January 21, 2022 under the Issuer's Employee Stock Purchase Plan. Such acquisition is exempt from reporting pursuant to Rule 16b-3 under the Securities Exchange Act of 1934. |
| 3. Includes 123 Ordinary Shares purchased by Reporting Person on July 29, 2022 under the Issuer's Employee Stock Purchase Plan. Such acquisition is exempt from reporting pursuant to Rule 16b-3 under the Securities Exchange Act of 1934. |
| 4. These Ordinary Shares are withheld securities to cover tax liabilities incident to the vesting of securities previously reported on one or more Forms 4 by the Reporting Person in accordance with Rule 16b-3. |
| 5. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer. |
| 6. Consists of a grant of RSUs awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan (the "Plan"). Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on September 9, 2020 and each one-year anniversary thereafter. |
| 7. Consists of a grant of RSUs awarded to the Reporting Person under the Plan. Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on September 9, 2021 and each one-year anniversary thereafter. |
| 8. Consists of a grant of RSUs awarded to the Reporting Person under the Plan. 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. |
| 9. Consists of a grant of RSUs awarded to the Reporting Person under the Plan. Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on September 10, 2019 and each one-year anniversary thereafter. |
| 10. Consists of a grant of RSUs awarded to the Reporting Person under the Plan. Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on September 9, 2023 and each quarter thereafter. |
| 11. Consists of a grant of RSUs awarded to the Reporting Person under the Plan. Subject to the Reporting Person's continuous employment, such RSUs vest in full on September 9, 2023. |
| Remarks: |
| Exhibit 24 - Power of Attorney attached hereto |
| /s/ Abraham S. Barrera, Attorney-in-fact for Katherine Schuelke | 09/13/2022 | |
| ** 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. | ||