0001418812-21-000058.txt : 20211022
0001418812-21-000058.hdr.sgml : 20211022
20211022201640
ACCESSION NUMBER: 0001418812-21-000058
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211020
FILED AS OF DATE: 20211022
DATE AS OF CHANGE: 20211022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC
CENTRAL INDEX KEY: 0001418813
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31560
FILM NUMBER: 211341920
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Management, L.P.
CENTRAL INDEX KEY: 0001351069
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31560
FILM NUMBER: 211341923
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Management, LLC
CENTRAL INDEX KEY: 0001351073
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31560
FILM NUMBER: 211341922
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VA Partners I, LLC
CENTRAL INDEX KEY: 0001418812
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31560
FILM NUMBER: 211341924
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings II, L.P.
CENTRAL INDEX KEY: 0001763309
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31560
FILM NUMBER: 211341921
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, FOURTH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 4153623700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, FOURTH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings, L.P.
CENTRAL INDEX KEY: 0001418814
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31560
FILM NUMBER: 211341926
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Master Fund, L.P.
CENTRAL INDEX KEY: 0001464912
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31560
FILM NUMBER: 211341925
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Haggart Dylan G.
CENTRAL INDEX KEY: 0001684185
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31560
FILM NUMBER: 211341927
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE, BUILDING D
STREET 2: FOURTH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Seagate Technology Holdings plc
CENTRAL INDEX KEY: 0001137789
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572]
IRS NUMBER: 981597419
FISCAL YEAR END: 0702
BUSINESS ADDRESS:
STREET 1: 38/39 FITZWILLIAM SQUARE
CITY: DUBLIN 2
STATE: L2
ZIP: D02 NX53
BUSINESS PHONE: 353-1234-3136
MAIL ADDRESS:
STREET 1: 38/39 FITZWILLIAM SQUARE
CITY: DUBLIN 2
STATE: L2
ZIP: D02 NX53
FORMER COMPANY:
FORMER CONFORMED NAME: Seagate Technology plc
DATE OF NAME CHANGE: 20100706
FORMER COMPANY:
FORMER CONFORMED NAME: Seagate Technology
DATE OF NAME CHANGE: 20090330
FORMER COMPANY:
FORMER CONFORMED NAME: SEAGATE TECHNOLOGY
DATE OF NAME CHANGE: 20021212
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2021-10-20
0
0001137789
Seagate Technology Holdings plc
STX
0001684185
Haggart Dylan G.
ONE LETTERMAN DRIVE, BUILDING D
FOURTH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001418814
ValueAct Holdings, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001464912
ValueAct Capital Master Fund, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001418812
VA Partners I, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001351069
ValueAct Capital Management, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001351073
ValueAct Capital Management, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001763309
ValueAct Holdings II, L.P.
ONE LETTERMAN DRIVE
BUILDING D, FOURTH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001418813
ValueAct Holdings GP, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
Ordinary Shares
2021-10-20
4
M
0
5847
0
A
5847
D
Ordinary Shares
2021-10-20
4
F
0
2105
80.53
D
3742
D
Ordinary Shares
17377070
I
See footnotes.
Restricted Share Unit
0
2021-10-20
4
M
0
5847
0
D
Ordinary Shares
5847
0
D
Restricted Share Unit
0
2021-10-20
4
A
0
3162
0
A
Ordinary Shares
3162
3162
D
The ValueAct entities referred to in this footnote 1 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Dylan G. Haggart is deemed to hold the shares for the benefit of the limited partners of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P.
Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
These Ordinary Shares are withheld securities to cover tax liabilities incident to the vesting of Restricted Share Units ("RSUs").
The securities reported herein are held by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P.
Each RSU represents a contingent right to receive one Ordinary Share of the Issuer. The award vested on the date of the annual general meeting of the shareholders of the Issuer following the end of the fiscal year ending July 2, 2021.
Consists of a grant of RSUs awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan for no consideration. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer. Subject to the Reporting Person's continuous service with the Issuer, shares will be released to the Reporting Person on the earlier of (i) one year from the date of grant and (ii) the date of the next annual general meeting of the shareholders of the Issuer following the end of the fiscal year ending on July 1, 2022 provided such annual general meeting is at least fifty (50) weeks after the immediately preceding fiscal year's annual general meeting.
-The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person.
-Dylan G. Haggart, a Partner at ValueAct Capital, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization.
By:/s/ Dylan G. Haggart
2021-10-22
VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory
2021-10-22
VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory
2021-10-22
VA PARTNERS I, LLC, By: /s/ Jason B. Breeding, Authorized Signatory
2021-10-22
VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory
2021-10-22
VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Jason B. Breeding, Authorized Signatory
2021-10-22
VALUEACT HOLDINGS II, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory
2021-10-22
VALUEACT HOLDINGS GP, LLC, By: /s/ Jason B. Breeding, Authorized Signatory
2021-10-22