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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 | |
SILVER LAKE OFFSHORE AIV GP LTD C/O SILVER LAKE PARTNERS 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
X | |||
SILVER LAKE TECHNOLOGY INVESTORS CAYMAN LP C/O SILVER LAKE PARTNERS 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
X | |||
SILVER LAKE INVESTORS CAYMAN LP C/O SILVER LAKE PARTNERS 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
X | |||
SILVER LAKE PARTNERS CAYMAN LP C/O SILVER LAKE PARTNERS 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
X |
/S/ Roberta S. Cohen, Attorney-in-Fact | 04/25/2005 | |
**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) | New SAC, the largest shareholder of Seagate Technology (the "Issuer"), beneficially owned 209,500,000 of the Issuer's common shares, par value $0.00001 per share (the "Common Shares"), prior to the transaction reported hereby and will beneficially own 194,500,000of the Common Shares after the transaction reported hereby. Affiliates of Silver Lake Partners, L.P. may be deemed, as a result of their ownership of 31.8% of the total outstanding ordinary shares of New SAC as of April 21, 2005, to have shared voting or dispositive power with respect to the Issuer's Common Shares beneficially owned by New SAC. However, the affiliates of Silver Lake Partners, L.P. disclaim this beneficial ownership. The affiliates of Silver Lake Partners, L.P. are Silver Lake Partners Cayman, L.P., Silver Lake Investors Cayman, L.P. and Silver Lake Technology Investors Cayman, L.P. |
(2) | The sole general partner of each of Silver Lake Partners Cayman, L.P. and Silver Lake Investors Cayman, L.P. is Silver Lake Technology Associates Cayman, L.P. The sole general partner of each of Silver Lake Technology Associates Cayman, L.P. and Silver Lake Technology Investors Cayman, L.P. is Silver Lake (Offshore) AIV GP LTD. The shareholders of Silver Lake (Offshore) AIV GP LTD. are Alan K. Austin, James A. Davidson, Glenn H. Hutchins, David J. Roux and Integral Capital Partners SLP LLC. All persons identified above disclaim beneficial ownership of any of the Issuer's Common Shares beneficially owned by New SAC, except to the extent of any pecuniary interest therein. |
(3) | The Common Shares disposed of by New SAC through the transaction reported hereby were sold pursuant to Rule 144 under the Securities Act of 1933, as amended. |