Seagate Technology — Director's Dealing 2018

Jan 25, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seagate Technology plc (STX)
CIK: 0001137789
Period of Report: 2018-01-23

Reporting Person: Haggart Dylan G. (Director, See Remarks)
Reporting Person: ValueAct Holdings, L.P. (Director, See Remarks)
Reporting Person: ValueAct Capital Master Fund, L.P. (Director, See Remarks)
Reporting Person: VA Partners I, LLC (Director, See Remarks)
Reporting Person: ValueAct Capital Management, L.P. (Director, See Remarks)
Reporting Person: ValueAct Capital Management, LLC (Director, See Remarks)
Reporting Person: ValueAct Holdings GP, LLC (Director, See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-23	Restricted Share Unit	$	A	5285	Acquired		Ordinary Shares (5285)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	21458600	Indirect

Footnotes

F1: The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.

F2: Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: Consists of a grant of restricted share units awarded to Mr. Haggart under the Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan for no consideration. Each restricted share unit represents a contingent right to receive one Ordinary Share of the Issuer. Subject to Mr. Haggart's continuous service with the Issuer, shares will be released to Mr. Haggart on the earlier of (i) one year from the date of grant and (ii) one day prior to the next annual general meeting of the shareholders of the Issuer following the end of the fiscal year ending on June 29, 2018.

F4: The ValueAct entities referred to in this footnote 4 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Dylan G. Haggart is deemed to hold the restricted share units for the benefit of the limited partners of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.