Seagate Technology — Director's Dealing 2022

Feb 24, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seagate Technology Holdings plc (STX)
CIK: 0001137789
Period of Report: 2022-02-22

Reporting Person: Romano Gianluca (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-22	Ordinary Shares	M	11997	$45.89	Acquired	31388	Direct
2022-02-22	Ordinary Shares	M	4467	$54.78	Acquired	35855	Direct
2022-02-22	Ordinary Shares	M	4031	$46.23	Acquired	39886	Direct
2022-02-22	Ordinary Shares	S	16490	$107.2593	Disposed	23396	Direct
2022-02-22	Ordinary Shares	S	4005	$107.7873	Disposed	19391	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-22	NQ Options	$45.89	M	11997	Disposed	2026-02-20	Ordinary Shares (11997.0)	Direct
2022-02-22	NQ Options	$54.78	M	4467	Disposed	2026-09-09	Ordinary Shares (4467.0)	Direct
2022-02-22	NQ Options	$46.23	M	4031	Disposed	2027-09-09	Ordinary Shares (4031.0)	Direct
2022-02-22	Restricted Share Unit	$	A	56170	Acquired	2026-02-22	Ordinary Shares (56170.0)	Direct
2022-02-22	Restricted Share Unit	$	A	18725	Acquired	2023-02-22	Ordinary Shares (18725.0)	Direct
2022-02-22	Performance-Based Restricted Share Units	$	A	18725	Acquired	2025-02-22	Ordinary Shares (18725.0)	Direct

Footnotes

F1: The option exercises and sales of Ordinary Shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: These Ordinary Shares were sold in multiple trades at prices ranging from $106.64 to $107.62. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

F3: These Ordinary Shares were sold in multiple trades at prices ranging from $107.65 to $108.02. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

F4: Options granted to the Reporting Person under the Seagate Technology Holdings plc 2012 Equity Incentive Plan (the "2012 Plan") are subject to a four-year vesting schedule. One quarter of the options vested on February 20, 2020. Subject to continuous employment, the remaining options vest in equal monthly installments over the 36 months following February 20, 2020.

F5: Options granted to the Reporting Person under the 2012 Plan are subject to a four-year vesting schedule. One quarter of the options vested on September 9, 2020. Subject to continuous employment, the remaining options vest in equal monthly installments over the 36 months following September 9, 2020.

F6: Options granted to the Reporting Person under the 2012 Plan are subject to a four-year vesting schedule. One quarter of the options vested on September 9, 2021. Subject to continuous employment, the remaining options vest in equal monthly installments over the 36 months following September 9, 2021.

F7: Each restricted share unit ("RSU") represents a contingent right to receive one Ordinary Share of the Issuer.

F8: Consists of a grant of RSUs awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan (the "2022 Plan"). Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on February 22, 2023, and each one year anniversary thereafter.

F9: Consists of a grant of RSUs awarded to the Reporting Person under the 2022 Plan. Subject to the Reporting Person's continuous employment, 100% of such RSUs will vest on the first anniversary of the grant date, February 22, 2023.

F10: Each performance-based restricted share unit ("PSU") represents a contingent right to receive one Ordinary Share. The PSUs shall vest on the date that is the later of (i) the written certification by the Compensation Committee of the level of achievement of the performance goal, and (ii) the three (3) year anniversary of the date of grant, based on the extent to which the closing price of a Company Ordinary Share meets or exceeds one of the 30-day share price targets set forth in the PSU award agreement at any time during the 3-year performance period beginning on February 22, 2022 and extending through February 22, 2025, subject to the Reporting Person's continuous employment. The ultimate number of Ordinary Shares to be earned will be determined at the end of the 3-year performance period and could range from 0% to 200% of the target number of PSUs granted to the Reporting Person.