Seagate Technology — Regulatory Filings 2014

Nov 3, 2014

*As filed with the Securities and Exchange Commission on October 31, 2014*

*Registration No. 333-139433*

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, D.C. 20549*

*________*

*POST-EFFECTIVE AMENDMENT NO. 3 TO*

*FORM S-8*

*REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933*

*________*

*SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY*

(Exact name of registrant as specified in its charter) _______

Ireland	98-0648577
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

*38/39 Fitzwilliam Square*

*Dublin 2, Ireland*

(Address, including zip code, of Principal Executive Offices)

*Seagate Technology 2004 Stock Compensation Plan*

(Full title of the plan)

*Stephen J. Luczo*

*Chief Executive Officer, Director and*

*Chairman of the Board of Directors*

*Seagate Technology plc*

*10200 S. De Anza Blvd*

*P.O. Box 4030*

*Cupertino, CA 95015*

*(408) 658-1000*

(Name, address and telephone number, including area code, of agent for service)

---

*With copies to:*

Kenneth M. Massaroni Executive Vice President, General Counsel and Chief Administrative Officer Seagate Technology plc 10200 S. De Anza Blvd P.O. Box 4030 Cupertino, CA 95015 (408) 658-1000 Daniel N. Webb Simpson Thacher & Bartlett LLP 2475 Hanover Street Palo Alto, California 94304 (650) 251-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one): — Large accelerated filer:	x	Accelerated filer:	o
Non-accelerated filer:	o (Do not check if a smaller reporting company)	Smaller reporting company:	o

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*EXPLANATORY NOTE*

Seagate Technology, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Seagate Cayman”) registered 36,000,000 ordinary shares, par value $0.00001 per share (“Ordinary Shares”), for issuance under the Seagate Technology 2004 Stock Compensation Plan (as amended) (the “Plan”) pursuant to Registration Statement on Form S-8, Registration No. 333-139433, filed with the Securities and Exchange Commission (the “Commission”) on December 18, 2006. Seagate Technology Public Limited Company (the “Registrant”) is the successor to Seagate Cayman pursuant to a court and shareholder approved reorganization. Pursuant to Post-Effective Amendments No. 1 and No. 2 filed with the Commission on November 4, 2011 and November 1, 2012, respectively, the Registrant deregistered 11,041,148 and 1,010,369 Ordinary Shares that were available for grant under the Plan as of October 27, 2011 and October 26, 2012, respectively. This Post-Effective Amendment No. 3 is being filed by the Registrant to deregister 402,918 Ordinary Shares that became available for grant under the Registrant’s Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) as of October 31, 2014 as a result of the expiration, cancellation or reacquisition by the Registrant of Ordinary Shares pursuant to awards previously granted under the Plan, being available for issuance and not otherwise subject to outstanding awards under the Plan.

Accordingly, the Registrant hereby withdraws from registration under the Registration Statement on Form S-8, Registration No. 333-139433, 402,918 Ordinary Shares that became available for grant under the 2012 Plan as a result of the expiration, cancellation or reacquisition by the Registrant of Ordinary Shares pursuant to awards previously granted under the Plan.

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*SIGNATURES*

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 3 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on this 31 st of October, 2014.

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
/s/ Stephen J. Luczo
Stephen J. Luczo, Chief Executive Officer, Director and Chairman of the Board of Directors

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*SIGNATURES AND POWER OF ATTORNEY*

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stephen J. Luczo, Patrick J. O’Malley, and Kenneth M. Massaroni, and each of them, as his true and lawful attorneys-in-fact and agents, with power to act with or without the others and with full power of substitution and resubstitution, to sign and execute on behalf of the undersigned any amendment or amendments to this Post-Effective Amendment No. 3 to Form S-8 Registration Statement or further amendments to such Registration Statement on Form S-8; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to Form S-8 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Stephen J. Luczo	Chief Executive Officer, Director and	October 31, 2014
(Stephen J. Luczo)	Chairman of the Board of Directors (Principal Executive Officer and Authorized Representative in the United States)
/s/ Patrick J. O’Malley	Executive Vice President, Finance and Chief	October 31, 2014
(Patrick J. O’Malley)	Financial Officer (Principal Financial Officer)
/s/ David H. Morton, Jr.	Senior Vice President, Finance, Treasurer and	October 31, 2014
(David H. Morton, Jr.)	Principal Accounting Officer (Principal Accounting Officer)
*	Director	October 31, 2014
(Frank J. Biondi, Jr.)
/s/ Michael R. Cannon	Director	October 31, 2014
(Michael R. Cannon)
/s/ Mei-Wei Cheng	Director	October 31, 2014
(Mei-Wei Cheng)
/s/ William T. Coleman	Director	October 31, 2014
(William T. Coleman)
/s/ Jay L. Geldmacher	Director	October 31, 2014
(Jay L. Geldmacher)
/s/ Kristen M. Onken	Director	October 31, 2014
(Kristen M. Onken)
/s/ Dr. Chong Sup Park	Director	October 31, 2014
(Dr. Chong Sup Park)
*	Director	October 31, 2014
(Gregorio Reyes)

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*EXHIBIT INDEX*

Exhibit No.	Exhibit Description
24.1	Power of Attorney (included in signature pages to this Post-Effective Amendment No. 3 to Form S-8 Registration Statement).

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