0001181431-12-065986.txt : 20121219 0001181431-12-065986.hdr.sgml : 20121219 20121219162915 ACCESSION NUMBER: 0001181431-12-065986 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121217 FILED AS OF DATE: 20121219 DATE AS OF CHANGE: 20121219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sensata Technologies Holding N.V. CENTRAL INDEX KEY: 0001477294 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: KOLTHOFSINGEL 8 CITY: ALMEMO STATE: P7 ZIP: 7602 EM BUSINESS PHONE: 31-546-979-450 MAIL ADDRESS: STREET 1: KOLTHOFSINGEL 8 CITY: ALMEMO STATE: P7 ZIP: 7602 EM FORMER COMPANY: FORMER CONFORMED NAME: Sensata Technologies Holding B.V. DATE OF NAME CHANGE: 20091120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZIDE STEPHEN M CENTRAL INDEX KEY: 0001212455 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34652 FILM NUMBER: 121274725 MAIL ADDRESS: STREET 1: BAIN CAPITAL PARTNERS STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 4 1 rrd364024.xml FORM 4 X0306 4 2012-12-17 0 0001477294 Sensata Technologies Holding N.V. ST 0001212455 ZIDE STEPHEN M C/O BAIN CAPITAL PARTNERS, LLC JOHN HANCOCK TOWER, 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 Ordinary Shares, par value EUR 0.01 per share 2012-12-17 4 S 0 9095196 29.54 D 79969512 I See Footnotes On December 17, 2012, Sensata Investment Company S.C.A. ("Sensata Investment Co.") sold 9,095,196 ordinary shares of Sensata Technologies Holding N.V. (the "Issuer"). Following such sale, Sensata Investment Co. held 79,969,512 ordinary shares of the Issuer. Sensata Investment Co. is controlled by its manager, Sensata Management Company S.A. ("Sensata SA") through its board of directors. All of the outstanding capital stock of Sensata SA is owned by Bain Capital Fund VIII, L.P. ("Fund VIII") and Bain Capital Fund VIII-E, L.P. ("Fund VIII-E"), and in that capacity, these funds have the power to appoint the directors of Sensata SA. Because of the relationships described in footnotes (3) and (4) below, Bain Capital Investors, LLC ("BCI") may be deemed to control Fund VIII and Fund VIII-E and thus may be deemed to share voting and dispositive power with respect to the ordinary shares of the Issuer held by Sensata Investment Co. (Continued in Footnote 3). Approximately 80.6% of the ordinary shares of Sensata Investment Co. are owned by Fund VIII, Bain Capital VIII Coinvestment Fund, L.P. ("Coinvestment VIII"), Fund VIII-E, Bain Capital Fund IX, L.P. ("Fund IX"), Bain Capital IX Coinvestment Fund, L.P. ("Coinvestment IX"), BCIP Associates III ("BCIP III"), BCIP Trust Associates III ("BCIP Trust III"), BCIP Associates III-B ("BCIP III-B"), BCIP Trust Associates III-B ("BCIP Trust III-B") and BCIP Associates-G ("BCIP-G" and together with Fund VIII, Coinvestment VIII, Fund VIII-E, Fund IX, Coinvestment IX, BCIP III, BCIP Trust III, BCIP III-B and BCIP Trust III-B, the "Bain Capital Funds"). Each Bain Capital Fund disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of its pecuniary interest therein. Mr. Zide is a Managing Director and member of the investment committee of BCI. BCI is the managing general partner of BCIP III, BCIP Trust III, BCIP III-B, BCIP Trust III-B and BCIP-G. BCI is also the general partner of Bain Capital Partners IX, L.P., which is the general partner of Fund IX and Coinvestment IX. BCI is also the general partner of Bain Capital Partners VIII, L.P. which is the general partner of Fund VIII and Coinvestment VIII. BCI is also the general partner of Bain Capital Partners VIII-E, L.P., which is the general partner of Fund VIII-E. By virtue of his relationship with BCI, Mr. Zide may be deemed to share voting and dispositive power with respect to the ordinary shares of the Issuer that may be deemed to be beneficially owned by the Bain Capital Funds. Mr. Zide disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of his pecuniary interest therein. /s/ Stephen Zide 2012-12-19