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: WROE THOMAS JR (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, par value EUR 0.01 per share	52118	Direct
Ordinary Shares, par value EUR 0.01 per share	83600	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options to Buy	$6.99	2016-05-15	Ordinary Shares (1942495)		Indirect
Stock Options to Buy	$14.80	2019-09-04	Ordinary Shares (225000)		Direct

Footnotes

F1: Consists of unvested restricted ordinary shares granted to the reporting person on May 15, 2006. The restricted ordinary shares are subject to time vesting and vest upon the earliest to occur of the reporting person's involuntary retirement, a change of control and June 2, 2011.

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 647,498 Tranche I options and 1,294,997 Tranche II options options granted to the reporting person on May 15, 2006. 256,409 of these options are held by the Trust. 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. 388,499 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.