Sec Form 4 Filing - Sullivan Martha N. @ Sensata Technologies Holding N.V. - 2017-04-01

Insider filing report for Changes in Beneficial Ownership
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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
Sullivan Martha N.
2. Issuer Name and Ticker or Trading Symbol
Sensata Technologies Holding N.V. [ ST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O SENSATA TECHNOLOGIES, INC., 529 PLEASANT STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2017
(Street)
ATTLEBORO, MA02703
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
Ordinary Shares, par value EUR 0.01 per share 04/01/2017 A( 1 ) 74,537 ( 2 ) A $ 0 352,037 ( 3 ) D
Ordinary Shares, par value EUR 0.01 per share 04/01/2017 D 934 ( 4 ) D $ 0 351,103 ( 5 ) D
Ordinary Shares, par value EUR 0.01 per share 04/01/2017 F 8,218 ( 6 ) D $ 43.67 342,885 ( 7 ) 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 (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
Stock options to Buy $ 43.67 04/01/2017 A( 1 ) 101,380 ( 8 ) 04/01/2027 Ordinary Shares, par value EUR 0.01 per share 101,380 $ 0 101,380 ( 8 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sullivan Martha N.
C/O SENSATA TECHNOLOGIES, INC.
529 PLEASANT STREET
ATTLEBORO, MA02703
X President and CEO
Signatures
/s/ Michael Richards by power of attorney 04/04/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Granted pursuant to Sensata Technologies Holding N.V. 2010 Equity Incentive Plan.
( 2 )Consists of unvested restricted securities granted to the reporting person on April 1, 2017. The restricted securities include 14,427 restricted securities that will vest on April 1, 2020 based on the reporting person's continued employment, and 60,110 restricted securities that will vest on April 1, 2020 based on the issuer's satisfaction of certain performance criteria.
( 3 )Includes 206,501 unvested restricted securities, of which 167,503 securities are subject to performance conditions.
( 4 )Represents the portion of the reporting person's performance-based restricted securities granted in 2014 that were forfeited based on certain performance criteria not being met.
( 5 )Includes 205,567 unvested restricted securities, of which 166,569 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 )Includes 181,009 unvested restricted securities, of which 142,011 securities are subject to performance conditions.
( 8 )The option is exercisable over four years at 25% per year, beginning on the first anniversary date of April 1, 2018.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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