Sensata Technologies Holding plc — Director's Dealing 2010

Mar 10, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Sensata Technologies Holding N.V. (ST)
CIK: 0001477294
Period of Report: 2010-03-10

Reporting Person: Sullivan Martha N. (Executive VP and COO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, par value EUR 0.01 per share	8977	Direct
Ordinary Shares, par value EUR 0.01 per share	74300	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options to Buy	$6.99	2016-05-15	Ordinary shares (1629191)		Direct
Stock Options to Buy	$14.80	2019-09-04	Ordinary shares (200000)		Direct

Footnotes

F1: Consists of vested restricted ordinary shares granted to the reporting person on May 15, 2006. The restricted ordinary shares vested on May 15, 2007.

F2: Consists of unvested restricted ordinary shares granted to the reporting person on December 9, 2009. The restricted ordinary shares vest in five equal annual installments beginning one year from the date of grant.

F3: Consists of 543,064 Tranche I options and 1,086,127 Tranche II options granted to the reporting person on May 15, 2006. The Tranche I options vest as follows: 40% upon the second anniversary of the date of grant and 20% upon each of the third, fourth and fifth anniversaries of the date of grant. Vesting of Tranche II options is conditioned upon the achievement of a performance target at which time they become subject to time vesting in the same manner as the Tranche I options. 325,838 of the Tranche I options have vested; no Tranche II options have vested.

F4: Consists of Tranche I options granted to the reporting person on September 4, 2009. The Tranche I options vest in five equal annual installments beginning one year from the date of grant.