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: BERINGHAUSE STEVEN (EVP, Performance Sensing, CTO)

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	23960	—	Acquired	89437	Direct
2017-04-01	Ordinary Shares, par value EUR 0.01 per share	D	282	—	Disposed	89155	Direct
2017-04-01	Ordinary Shares, par value EUR 0.01 per share	F	3504	$43.67	Disposed	85651	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-01	Stock options to Buy	$43.67	A	32587	Acquired	2027-04-01	Ordinary Shares, par value EUR 0.01 per share (32587.0)	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 4,638 restricted securities that will vest on April 1, 2020 based on the reporting person's continued employment, and 19,322 restricted securities that will vest on April 1, 2020 based on the issuer's satisfaction of certain performance criteria.

F3: Includes 59,787 unvested restricted securities, of which 48,663 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 59,505 unvested restricted securities, of which 48,381 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 52,062 unvested restricted securities, of which 40,938 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.