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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NEW SAC C/O MAPLES & CALDER UGLAND HOUSE, P.O. BOX 309 GEORGETOWN, GRAND CAYMAN, E9 |
Former 10 % Shareholder |
/S/ Roberta S. Cohen for New SAC | 01/04/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents 9,999,884 Seagate Technology (the "Issuer") common shares (the "Shares") distributed by the Reporting Person on a pro rata basis to all holders of the Reporting Person's common shares, for no consideration, in a spin-off transaction exempt under Rule 16a-9(a) and Rule 16a-13 for the recipients of the Shares (the "Distribution"). |
(2) | The Issuer has amended its existing registration statement to cover the Shares distributed in the Distribution and the amendment has been declared effective by the S.E.C. Accordingly, the Shares are eligible for resale by the holders thereof and their distibutees pursuant to such registration statement. |
(3) | Represents 24,999,753 of the Issuer's common shares (the "Additional Shares") distributed by the Reporting Person on a pro rata basis to all holders of the Reporting Person's common shares, for no consideration, in a spin-off transaction exempt under Rule 16a-9(a) and Rule 16a-13 for the recipients of the Additional Shares (the "Additional Distribution"). |
(4) | Absent registration under the Securities Act of 1933, as amended, the Additional Shares will not be eligible for re-sale in the public markets under Rule 144 until 12 months after the date of the Additional Distribution. The recipients of the Additional Shares who have the power to demand that the Issuer register the Additional Shares received in the Additional Distribution have consented to an agreement among themselves not to do so before August of 2006. |