SEC Info - Bain Capital Investors LLC, et al. - ‘4’ for 2/17/11 re: Sensata Technologies Holding N.V.

Ownership Document

Schema Version: X0303

Document Type: 4

Period of Report: 2/17/11

Not Subject to Section 16: 0

Issuer:

Issuer CIK: 1477294

Issuer Name: Sensata Technologies Holding N.V.

Issuer Trading Symbol: ST

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1040508

Owner Name: BAIN CAPITAL INVESTORS LLC

Reporting Owner Address:

Owner Street 1: 111 HUNTINGTON AVENUE

Owner Street 2:

Owner City: BOSTON

Owner State: MA

Owner ZIP Code: 02199

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1379476

Owner Name: BCIP Associates III

Reporting Owner Address:

Owner Street 1: 111 HUNTINGTON AVENUE

Owner Street 2:

Owner City: BOSTON

Owner State: MA

Owner ZIP Code: 02199

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1379519

Owner Name: BCIP Associates III-B

Reporting Owner Address:

Owner Street 1: 111 HUNTINGTON AVENUE

Owner Street 2:

Owner City: BOSTON

Owner State: MA

Owner ZIP Code: 02199

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1379521

Owner Name: BCIP Trust Associates III-B

Reporting Owner Address:

Owner Street 1: 111 HUNTINGTON AVENUE

Owner Street 2:

Owner City: BOSTON

Owner State: MA

Owner ZIP Code: 02199

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1430079

Owner Name: BCIP Associates-G

Reporting Owner Address:

Owner Street 1: 111 HUNTINGTON AVENUE

Owner Street 2:

Owner City: BOSTON

Owner State: MA

Owner ZIP Code: 02199

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1486142

Owner Name: Sensata Investment Co S.C.A

Reporting Owner Address:

Owner Street 1: 111 HUNTINGTON AVENUE

Owner Street 2:

Owner City: BOSTON

Owner State: MA

Owner ZIP Code: 02199

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1486718

Owner Name: Sensata Management Co S.C.A

Reporting Owner Address:

Owner Street 1: 111 HUNTINGTON AVENUE

Owner Street 2:

Owner City: BOSTON

Owner State: MA

Owner ZIP Code: 02199

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Non-Derivative Table:

Non-Derivative Transaction:

Security Title:

Value: Ordinary Shares, par value EUR 0.01 per share

Transaction Date:

Value: 2/17/11

Transaction Coding:

Transaction Form Type: 4

Transaction Code: J

Equity Swap Involved? No

Transaction Amounts:

Transaction Shares:

Value: 1,140,947

Transaction Price Per Share:

Value: 0.00

Transaction Acquired-Disposed Code:

Value: D

Post-Transaction Amounts:

Shares Owned Following Transaction:

Value: 111,145,936

Ownership Nature:

Direct or Indirect Ownership:

Value: I

Nature of Ownership:

Value: See Footnotes

Footnote ID: F1

Footnote ID: F2

Footnote ID: F3

Footnote ID: F4

Footnote ID: F5

Footnotes:

Footnote - F1: On February 17, 2011, Sensata Investment Company S.C.A. ("Sensata Investment Co.") distributed 1,140,947 ordinary shares of Sensata Technologies Holding N.V. (the "Issuer") to certain Bain Capital Funds discussed below. Following such distribution, Sensata Investment Co. held 111,145,936 ordinary shares of the Issuer. The recipient funds further distributed the ordinary shares to one or more members or partners in connection with certain charitable gifts made by such members or partners on February 17, 2011.

Footnote - F2: Sensata Investment Co. is controlled by its manager, Sensata Management Company, S.A. ("Sensata SA") through its board of directors. All of the outstanding capital stock of Sensata SA is owned by Bain Capital Fund VIII, L.P. ("Fund VIII") and Bain Capital Fund VIII-E, L.P. ("Fund VIII-E"), and in that capacity, these funds have the power to appoint the directors of Sensata SA. Because of the relationships described in footnotes (3) and (5) below, Bain Capital Investors, LLC ("BCI") may be deemed to control Fund VIII and Fund VIII-E and thus may be deemed to share voting and dispositive power with respect to the ordinary shares of the Issuer held by Sensata Investment Co. (Continued in Footnote 3).

Footnote - F3: Approximately 80.6% of the ordinary shares of Sensata Investment Co. are owned by Fund VIII, Bain Capital VIII Coinvestment Fund, L.P. ("Coinvestment VIII"), Fund VIII-E, Bain Capital Fund IX, L.P. ("Fund IX"), Bain Capital IX Coinvestment Fund, L.P. ("Coinvestment IX"), BCIP Associates III ("BCIP III"), BCIP Trust Associates III ("BCIP Trust III"), BCIP Associates III-B ("BCIP III-B"), BCIP Trust Associates III-B ("BCIP Trust III-B") and BCIP Associates-G ("BCIP-G" and together with Fund VIII, Coinvestment VIII, Fund VIII-E, Fund IX, Coinvestment IX, BCIP III, BCIP Trust III, BCIP III-B and BCIP Trust III-B, the "Bain Capital Funds"). Each Bain Capital Fund disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of its pecuniary interest therein. (Continued in Footnote 4).

Footnote - F4: In connection with the distribution discussed in the first sentence of Footnote 1, certain of the Bain Capital Funds received ordinary shares of the Issuer. Each of such Bain Capital Funds then further distributed all of the ordinary shares of the Issuer it received from Sensata Investment Co. to one or more members or partners in connection with certain charitable gifts made by such members or partners on February 17, 2011.

Footnote - F5: BCI is the managing general partner of BCIP III, BCIP Trust III, BCIP III-B, BCIP Trust III-B and BCIP-G. BCI is also the general partner of Bain Capital Partners IX, L.P. ("Bain Capital IX"), which is the general partner of Fund IX and Coinvestment IX. BCI is also the general partner of Bain Capital Partners VIII, L.P. ("Bain Capital VIII"), which is the general partner of Fund VIII and Coinvestment VIII. BCI is also the general partner of Bain Capital Partners VIII-E, L.P. ("Bain Capital VIII-E"), which is the general partner of Fund VIII-E. By virtue of these relationships, BCI may be deemed to share voting and dispositive power with respect to the ordinary shares of the Issuer that may be deemed to be beneficially owned by the Bain Capital Funds. BCI and each of the Bain Capital Funds disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of their pecuniary interest therein.

Remarks: This Form 4 is being filed in two parts due to the large number of reporting persons. This filing is being filed by BCI, BCIP III, BCIP III-B, BCIP Trust III-B, BCIP-G, Sensata Investment Co. and Sensata S.A. An accompanying Form 4 is filed, on the date hereof, by BCI, Fund VIII, Coinvestment VIII, Bain Capital VIII, Fund VIII-E, Bain Capital VIII-E, Fund IX, Coinvestment IX, Bain Capital IX and BCIP Trust III. Both filings relate to the same transaction described herein.

Owner Signature:

Signature Name: /s/ Bain Capital Investors LLC By: Paul B. Edgerley

Signature Date: 2/22/11

Bain Capital Investors LLC, et al. – ‘4’ for 2/17/11 re: Sensata Technologies Holding N.V.

On: Tuesday, 2/22/11, at 5:17pm ET · For: 2/17/11 · As: 10% Owner · Accession #: 1181431-11-11925 · File #: 1-34652

Previous ‘4’: ‘4’ on 2/22/11 for 2/17/11 · Next: ‘4’ on 2/28/11 for 2/24/11 · Latest: ‘4’ on 12/21/23 for 12/19/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Bain Capital Investors LLC, et al. – ‘4’ for 2/17/11 re: Sensata Technologies Holding N.V.

On: Tuesday, 2/22/11, at 5:17pm ET · For: 2/17/11 · As: 10% Owner · Accession #: 1181431-11-11925 · File #: 1-34652

Previous ‘4’: ‘4’ on 2/22/11 for 2/17/11 · Next: ‘4’ on 2/28/11 for 2/24/11 · Latest: ‘4’ on 12/21/23 for 12/19/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents