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Sensata Technologies Holding N.V.'s SEC Filings

S-1/A
SENSATA TECHNOLOGIES HOLDING PLC filed this Form S-1/A on 03/09/2010
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Table of Contents

PRINCIPAL AND SELLING SHAREHOLDERS

 

The following table sets forth the beneficial ownership of our ordinary shares as of February 23, 2010 by:

 

   

each person known to us to beneficially hold 5% or more of our ordinary shares;

 

   

each of our directors as of the completion of this offering;

 

   

each of our Named Executive Officers;

 

   

all of our executive officers and directors as of the completion of this offering as a group; and

 

   

each selling shareholder.

 

The percentage of shares beneficially owned before the offering shown in the table is based upon 144,489,586 ordinary shares outstanding as of February 23, 2010, which includes 433,018 shares that are subject to forfeiture until such shares have vested and are not considered outstanding for accounting purposes. The information relating to numbers and percentages of shares beneficially owned after the offering gives effect to the issuance of ordinary shares in this offering, the sale of ordinary shares by the selling shareholders following the exercise of certain of their options and the vesting of stock options pursuant to the achievement of the performance target under the 2006 Option Plan in connection with this offering.

 

Except as otherwise noted, beneficial ownership has been determined in accordance with the applicable rules and regulations promulgated under the Exchange Act. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include ordinary shares issuable pursuant to the exercise of stock options that are immediately exercisable or exercisable on or before April 24, 2010, which is 60 days after February 23, 2010. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other persons. Certain of our Named Executive Officers own shares of our principal shareholder, Sensata Investment Co. For completeness, we have also included in the table the number of our ordinary shares that such Named Executive Officers may be deemed to indirectly own as a result of owning such shares of Sensata Investment Co. None of these Named Executive Officers exercise voting or investment power with respect to these shares. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

 

Each of the persons listed below under “Other Selling Shareholders” is an employee of Sensata. For a description of the material relationships between us and our principal shareholder, Sensata Investment Co., and each of our Named Executive Officers, see “Certain Relationships and Related Party Transactions.” None of the selling shareholders is a broker-dealer or affiliated with a broker-dealer.

 

Sensata Investment Co. acquired the ordinary shares being offered hereby in the 2006 Acquisition at a price per share of approximately $6.85. All of the ordinary shares being offered by the other selling shareholders will be acquired upon the concurrent exercise of an equal number of outstanding employee stock options. These options were granted to such employees under our existing equity inventive plans in the ordinary course of business, have exercise prices ranging from $6.99 per share to $11.38 per share and, on an aggregate basis, have a weighted-average exercise price for the shares to be sold in this offering of $7.10 per share.

 

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