Sullivan Martha N. 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)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2019

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	04/01/2019		A(1)		68,614(2)	A	$0	445,358(3)	D
Ordinary Shares, par value EUR 0.01 per share	04/01/2019		A		12,847(4)	A	$0	458,205(5)	D
Ordinary Shares, par value EUR 0.01 per share	04/01/2019		F		34,225(6)	D	$46.93	423,980(5)	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	$46.93	04/01/2019		A(1)		99,210		(7)	04/01/2029	Ordinary Shares, par value EUR 0.01 per share	99,210	$0	99,210(7)	D

Explanation of Responses:

1. Granted pursuant to Sensata Technologies Holding plc First Amended and Restated 2010 Equity Incentive Plan.

2. Consists of unvested restricted securities granted to the reporting person on April 1, 2019. The restricted securities include 14,703 restricted securities that will vest on April 1, 2022 based on the reporting person's continued employment, and 53,911 restricted securities that will vest on April 1, 2022 based on the issuer's satisfaction of certain performance criteria.

3. Includes 264,109 unvested restricted securities, of which 208,000 securities are subject to performance conditions.

4. The performance-based restricted securities granted in 2016 vested at 126% of the original grant due to the extent that the related performance criteria were above target. The ordinary shares presented represent the additional beneficial ownership attributable to the reporting person for such excess vesting.

5. Includes 199,876 unvested restricted securities, of which 158,590 securities are subject to performance conditions.

6. Represents shares withheld to cover taxes due by the reporting person upon vesting of certain restricted security awards.

7. These options are exercisable over four years at 25% per year, beginning on the first anniversary date of April 1, 2020.

Remarks:

	/s/ Michael Richards by power of attorney	04/03/2019
	** 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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