Sec Form 4 Filing - TPG SAC ADVISORS III CORP @ SEAGATE TECHNOLOGY - 2005-08-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person TPG SAC ADVISORS III CORP 2. Issuer Name and Ticker or Trading Symbol SEAGATE TECHNOLOGY [ STX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TEXAS PACIFIC GROUP, 301COMMERCE STREET SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2005 (Street) FORT WORTH TEXAS76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Shares 08/02/2005 S 44,500,000 D $ 18.73 100,000,493 I See explanation of responses ( 1 ) ( 2 ) ( 3 ) Common Shares 05/16/2005( 4 ) J( 4 ) 5,522,454 A ( 4 ) 5,522,454 I See explanation of responses ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Shares 07/26/2005( 4 ) J( 4 ) 5,522,454 A ( 4 ) 11,044,908 I See explanation of responses ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG SAC ADVISORS III CORP C/O TEXAS PACIFIC GROUP 301COMMERCE STREET SUITE 3300 FORT WORTH TEXAS76102 X Signatures David A. Spuria, Title Vice President 08/04/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )TPG SAC Advisors III Corp. ("Advisors III") is the general partner of TPG SAC GenPar III, L.P. ("SAC GenPar"), which is thegeneral partner of SAC Investments, L.P. ("SAC Investments"), which owns approximately 22% of total outstanding ordinaryshares of New SAC (together with SAC GenPar and SAC Investments, the "TPG Entities"). New SAC is the largest shareholder ofthe Issuer and beneficially owned directly 144,500,493 shares of the Issuer's common shares, par value $0.00001 per share("Common Shares") prior to the transaction reported hereby and will beneficially own directly 100,000,493 shares of CommonShares after such transaction. ( 2 )Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Advisors III isdeemed to be the beneficial owner of Common Shares beneficially owned by the TPG Entities only to the extent of the greaterof its direct or indirect interest in the profits or capital accounts of such entities. Pursuant to Rule 16a-1(a)(4) underthe Exchange Act, this filing shall not be deemed an admission that Advisor III is, for purposes of Section 16 of theExchange Act or otherwise, the beneficial owner of any securities beneficially owned by the TPG Entities in excess of suchamount. ( 3 )David Bonderman, James G. Coulter and William S. Price III are shareholders (the "Shareholders") of Advisors III. JamesCoulter is also a director of the Issuer. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Exchange Act, each Shareholder may bedeemed to be the beneficial owner of Common Shares owned by the TPG Entities only to the extent of the greater of his director indirect interest in the profits or capital accounts of such entities. Pursuant to Rule 16a-1(a)(4) of the Exchange Act,this filing shall not be deemed an admission that each Shareholder is, for purposes of Section 16 of the Exchange Act orotherwise, the beneficial owner of any securities beneficially owned by the TPG Entities in excess of such amount. ( 4 )SAC Investments received 5,522,454 shares of Common Shares on May 16, 2005 and 5,522,454 shares of Common Shares on July 26,2005 as part of the distributions by New SAC of 24,999,754 and 24,999,753 shares of Common Shares, respectively, to the NewSAC shareholders on a pro rata basis in the form of a stock dividend (collectively, the "Distributions"). SAC Investments'receipt of these Common Shares through the Distributions were exempt from the reporting and liability provisions of Section16 pursuant to Rule 16a-13 under the Exchange Act.

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