Morton David H JR Form 4 Seagate Technology / DAVID H MORTON JR ownership change

SEC Form 4

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

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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^*

MORTON DAVID H JR

(Last) (First) (Middle)

SEAGATE TECHNOLOGY PLC

10200 S. DE ANZA BOULEVARD

(Street)

CUPERTINO CA 95014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Seagate Technology plc [ STX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	09/09/2017		F		5,189(1)	D	$0	34,761(2)	D
Ordinary Shares	09/09/2017		F		705(1)	D	$0	34,056	D
Ordinary Shares	09/09/2017		F		574(1)	D	$0	33,482	D
Ordinary Shares	09/09/2017		F		1,042(1)	D	$0	32,440	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
Performance-Based Restricted Share Unit Grant	(3)	09/11/2017		A		56,323		(4)	(4)	Ordinary Shares	56,323	$0	0	D
NQ Stock Option Grant	$30.95	09/11/2017		A		109,290		(5)	09/11/2024	Ordinary Shares	109,290	$0	109,290	D

Explanation of Responses:

1. 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.

2. Includes 468 Ordinary Shares purchased by Reporting Person on July 31, 2017 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. Each performance-based restricted share unit ("PSU") represents a contingent right to receive one share of Seagate Technology plc's ("Seagate") ordinary shares. The number of PSUs that may be earned is between 0% and 200% of the target number of PSUs and shall vest based on ROIC and relative TSR performance over the three-year performance period ending on September 11, 2020.

4. The PSUs vest on or after September 11, 2020 subject to the achievement and certification of the performance criteria.

5. Options granted to the Reporting Person under the Issuer's 2012 Equity Incentive Plan are subject to a four-year vesting schedule. Subject to continuous employment, one quarter of the options will vest on September 11, 2018. The remaining options will vest in equal monthly installments over the 36 months following September 11, 2018.

Remarks:

	/s/ Suhani Akhare Attorney-in-Fact for David H. Morton, Jr.	09/12/2017
	** 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).
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