Sensata Technologies Holding plc — Director's Dealing 2010

Apr 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sensata Technologies Holding N.V. (ST)
CIK: 0001477294
Period of Report: 2010-04-14

Reporting Person: BAIN CAPITAL INVESTORS LLC (10% Owner)
Reporting Person: BAIN CAPITAL FUND VIII, L.P. (10% Owner)
Reporting Person: BAIN CAPITAL VIII COINVESTMENT FUND, L.P. (10% Owner)
Reporting Person: BAIN CAPITAL PARTNERS VIII, L.P. (10% Owner)
Reporting Person: BAIN CAPITAL FUND VIII-E, L.P. (10% Owner)
Reporting Person: BAIN CAPITAL PARTNERS VIII-E, L.P. (10% Owner)
Reporting Person: BAIN CAPITAL FUND IX L P (10% Owner)
Reporting Person: BAIN CAPITAL IX COINVESTMENT FUND L P (10% Owner)
Reporting Person: Bain Capital Partners IX, L.P. (10% Owner)
Reporting Person: BCIP Associates III (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-14	Ordinary Shares, par value EUR 0.01 per share	D	4386535	$16.92	Disposed	134712892	Indirect

Footnotes

F1: On April, 2010, Sensata Investment Company S.C.A. ("Sensata Investment Co.") sold 4,386,535 ordinary shares of Sensata Technologies Holding N.V. Following such sale, Sensata Investment Co. held 134,712,892 ordinary shares of Sensata Technologies Holding N.V.

F2: Sensata Investment Co. is controlled by its manager, Sensata Management Company S.A. ("Sensata SA") through its board of directors. All of the outstanding capital stock of Sensata SA is owned by Bain Capital Fund VIII, L.P. ("Fund VIII") and Bain Capital Fund VIII-E, L.P. ("Fund VIII-E"), and in that capacity, these funds have the power to appoint the directors of Sensata SA. Because of the relationships described in footnote (3) and (4) below, Bain Capital Investors, LLC ("BCI") may be deemed to control Fund VIII and Fund VIII-E and thus may be deemed to share voting and dispositive power with respect to the ordinary hares of Sensata Technologies Holdings, N.V. held by Sensata Investment Co. (Continued in Footnote 3).

F3: Approximately 78.5% of the ordinary shares of Sensata Investment Co. are owned by Fund VIII, Bain Capital VIII Coinvestment Fund, L.P. ("Coinvestment VIII"), Fund VIII-E, Bain Capital Fund IX, L.P. ("Fund IX"), Bain Capital IX Coinvestment Fund, L.P. ("Coinvestment IX"), BCIP Associates III ("BCIP III"), BCIP Trust Associates III ("BCIP Trust III"), BCIP Associates III-B ("BCIP III-B"), BCIP Trust Associates III-B ("BCIP Trust III-B") and BCIP Associates-G ("BCIP-G" and together with Fund VIII, Coinvestment VIII, Fund VIII-E, Fund IX, Coinvestment IX, BCIP III, BCIP Trust III, BCIP III-B and BCIP Trust III-B, the "Bain Capital Funds"). Each Bain Capital Fund disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of its pecuniary interest therein.

F4: BCI is the managing general partner of BCIP III, BCIP Trust III, BCIP III-B, BCIP Trust III-B and BCIP-G. BCI is also the general partner of Bain Capital Partners IX, L.P., which is the general partner of Fund IX and Coinvestment IX. BCI is also the general partner of Bain Capital Partners VIII, L.P. which is the general partner of Fund VIII and Coinvestment VIII. BCI is also the general partner of Bain Capital Partners VIII-E, L.P., which is the general partner of Fund VIII-E. By virtue of these relationships, BCI may be deemed to share voting and dispositive power with respect to the ordinary shares of the issuer that may be deemed to be beneficially owned by the Bain Capital Funds. BCI and each of the Bain Capital Funds disclaims beneficial ownership of the shares owned by Sensata Investment Co. except to the extent of their pecuniary interest therein.