Sensata Technologies Holding plc — Director's Dealing 2017

Apr 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sensata Technologies Holding N.V. (ST)
CIK: 0001477294
Period of Report: 2017-04-01

Reporting Person: COTE JEFFREY J (EVP, Sensing Solutions and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-01	Ordinary Shares, par value EUR 0.01 per share	A	26622	—	Acquired	171798	Direct
2017-04-01	Ordinary Shares, par value EUR 0.01 per share	D	424	—	Disposed	171374	Direct
2017-04-01	Ordinary Shares, par value EUR 0.01 per share	F	4840	$43.67	Disposed	166534	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-01	Stock options to Buy	$43.67	A	36207	Acquired	2027-04-01	Ordinary Shares, par value EUR 0.01 per share (36207.0)	Direct

Footnotes

F1: Granted pursuant to Sensata Technologies Holding N.V. 2010 Equity Incentive Plan.

F2: Consists of unvested restricted securities granted to the reporting person on April 1, 2017. The restricted securities include 5,153 restricted securities that will vest on April 1, 2020 based on the reporting person's continued employment, and 21,469 restricted securities that will vest on April 1, 2020 based on the issuer's satisfaction of certain performance criteria.

F3: Includes 80,361 unvested restricted securities, of which 65,480 securities are subject to performance conditions.

F4: Represents the portion of the reporting person's performance-based restricted securities granted in 2014 that were forfeited based on certain performance criteria not being met.

F5: Includes 79,937 unvested restricted securities, of which 65,056 securities are subject to performance conditions.

F6: Represents shares withheld to cover taxes due by the reporting person upon vesting of certain restricted security awards.

F7: Includes 68,773 unvested restricted securities, of which 53,892 securities are subject to performance conditions.

F8: The option is exercisable over four years at 25% per year, beginning on the first anniversary date of April 1, 2018.