Sensata Technologies Holding (ST) Form 4 Sensata Technologies Holding / Martha N. Sullivan 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^*

Sullivan Martha N.

(Last) (First) (Middle)

C/O SENSATA TECHNOLOGIES, INC.

529 PLEASANT STREET

(Street)

ATTLEBORO MA 02703

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sensata Technologies Holding plc [ ST ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO (Interim)

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2024

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, par value EUR 0.01 per share	05/08/2024		M		109,022	A	$38.96	567,682(1)	D
Ordinary Shares, par value EUR 0.01 per share	05/08/2024		S		109,022	D	$42.5208(2)	458,660(1)	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
Stock options to Buy	$38.96	05/08/2024		M			109,022	(3)	04/01/2026	Ordinary Shares, par value EUR 0.01 per share	109,022	$0	0	D

Explanation of Responses:

1. Includes 157,583 unvested restricted stock units of which (1) 3,697 will vest upon the date of the 2024 Annual Shareholders Meeting and (2) 153,886 will vest in twelve equal monthly installments at the end of each month beginning May 31, 2024, subject to the reporting person's continued employment as Interim President and Chief Executive Officer ("Interim CEO") of the Company. Upon termination of the reporting person's employment with the Company as Interim CEO, which will coincide with the commencement of employment of a new Chief Executive Officer, any unvested portions of the restricted stock units described in (2) will be forfeited.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.26 to $42.94, inclusive. The filer undertakes to provide, upon request by the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. These options became exercisable over four years at 25% per year, beginning on the first anniversary date of April 1, 2017.

Remarks:

	/s/ Michael Richards by power of attorney	05/10/2024
	** 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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