Seagate Technology — Director's Dealing 2021

Oct 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seagate Technology Holdings plc (STX)
CIK: 0001137789
Period of Report: 2021-10-20

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 II, L.P. (Director, See Remarks)
Reporting Person: ValueAct Holdings GP, LLC (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-20	Ordinary Shares	M	5847	—	Acquired	5847	Direct
2021-10-20	Ordinary Shares	F	2105	$80.53	Disposed	3742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-20	Restricted Share Unit	$0	M	5847	Disposed		Ordinary Shares (5847)	Direct
2021-10-20	Restricted Share Unit	$0	A	3162	Acquired		Ordinary Shares (3162)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	17377070	Indirect

Footnotes

F1: The ValueAct entities referred to in this footnote 1 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Dylan G. Haggart is deemed to hold the shares 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 majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, 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: These Ordinary Shares are withheld securities to cover tax liabilities incident to the vesting of Restricted Share Units ("RSUs").

F4: The securities reported herein are held 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 majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P.

F5: Each RSU represents a contingent right to receive one Ordinary Share of the Issuer. The award vested on the date of the annual general meeting of the shareholders of the Issuer following the end of the fiscal year ending July 2, 2021.

F6: Consists of a grant of RSUs awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan for no consideration. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer. Subject to the Reporting Person's continuous service with the Issuer, shares will be released to the Reporting Person on the earlier of (i) one year from the date of grant and (ii) the date of the next annual general meeting of the shareholders of the Issuer following the end of the fiscal year ending on July 1, 2022 provided such annual general meeting is at least fifty (50) weeks after the immediately preceding fiscal year's annual general meeting.