Nygaard Jeffrey D. Form 4 Seagate Technology / Jeffrey D. Nygaard 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^*

Nygaard Jeffrey D.

(Last) (First) (Middle)

SEAGATE TECHNOLOGY HOLDINGS PLC

47488 KATO ROAD

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Seagate Technology Holdings 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, Operations and Technology

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2023

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	02/01/2023		M		8,809(1)	A	$30.95	39,169(2)	D
Ordinary Shares	02/01/2023		S		3,200(1)	D	$68.44(3)	35,969	D
Ordinary Shares	02/01/2023		S		2,289(1)	D	$69.27(4)	33,680	D
Ordinary Shares	02/01/2023		S		3,159(1)	D	$70.51(5)	30,521	D
Ordinary Shares	02/01/2023		S		161(1)	D	$71.05(6)	30,360	D
Ordinary Shares	02/01/2023		M		28,000(1)	A	$39.85	58,360	D
Ordinary Shares	02/01/2023		S		14,000(1)	D	$67.96(7)	44,360	D
Ordinary Shares	02/01/2023		S		14,000(1)	D	$70.12(8)	30,360	D
Ordinary Shares								71,794	I	Jeffrey D. Nygaard Revocable Trust U/A Dated August 17, 2009

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
NQ Options	$30.95	02/01/2023		M			8,809(1)	09/11/2017(9)	09/11/2024	Ordinary Shares	8,809	$0	0	D
NQ Options	$39.85	02/01/2023		M			28,000(1)	11/20/2017(10)	11/20/2024	Ordinary Shares	28,000	$0	12,301	D

Explanation of Responses:

1. The option exercise and sales of Ordinary Shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

2. Includes 249 Ordinary Shares purchased by Reporting Person on January 31, 2023 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. These Ordinary Shares were sold in multiple trades at prices ranging from $67.82 to $68.81. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

4. These Ordinary Shares were sold in multiple trades at prices ranging from $68.84 to $69.82. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

5. These Ordinary Shares were sold in multiple trades at prices ranging from $69.95 to $70.86. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

6. These Ordinary Shares were sold in multiple trades at prices ranging from $71.03 to $71.06. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

7. These Ordinary Shares were sold in multiple trades at prices ranging from $67.64 to $68.16. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

8. These Ordinary Shares were sold in multiple trades at prices ranging from $70.00 to $70.40. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

9. Options granted to the Reporting Person under the Seagate Technology Holdings plc 2012 Equity Incentive Plan are subject to a four-year vesting schedule. Subject to continuous employment, one quarter of the options vested on September 11, 2017. The remaining options vested in equal monthly installments over the 36 months following September 11, 2017.

10. Options granted to the Reporting Person under the Seagate Technology Holdings plc 2012 Equity Incentive Plan are subject to a four-year vesting schedule. Subject to continuous employment, one quarter ofthe options vested on November 20, 2017. The remaining options vested in equal monthly installments over the 36 months following November 20, 2017.

Remarks:

	/s/ Abraham S. Barrera, Attorney-in-Fact Jeffrey D. Nygaard	02/02/2023
	** 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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