SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Romano Gianluca
(Last) (First) (Middle)
SEAGATE TECHNOLOGY HOLDINGS PLC
47488 KATO ROAD
(Street)
FREMONT CA 94538
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Seagate Technology Holdings plc [ STX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
07/20/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 09/09/2024 M 3,614 A $0 56,234 D
Ordinary Shares 09/09/2024 F 1,827(1) D $101.34 54,407 D
Ordinary Shares 09/09/2024 M 7,257 A $0 61,664 D
Ordinary Shares 09/09/2024 F 3,668(1) D $101.34 57,996 D
Ordinary Shares 09/09/2024 M 3,016 A $0 61,012 D
Ordinary Shares 09/09/2024 F 1,524(1) D $101.34 59,488 D
Ordinary Shares 09/09/2024 M 958 A $0 60,446 D
Ordinary Shares 09/09/2024 F 485(1) D $101.34 59,961 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-Based Restricted Share Units $0 07/20/2024 A 3,614 (2) (2) Ordinary Shares 3,614 $0 3,614 D
Performance-Based Restricted Share Units $0 07/20/2024 A 7,257 (3) (3) Ordinary Shares 7,257 $0 7,257 D
Performance-Based Restricted Share Units $0 09/09/2024 M 3,614 (2) (2) Ordinary Shares 3,614 $0 0 D
Performance-Based Restricted Share Units $0 09/09/2024 M 7,257 (3) (3) Ordinary Shares 7,257 $0 0 D
Restricted Share Unit $0 09/09/2024 M 3,016 (4) (4) Ordinary Shares 3,016 $0 3,017 D
Restricted Share Unit $0 09/09/2024 M 958 (5) (5) Ordinary Shares 958 $0 7,666 D
NQ Options $101.34 09/09/2024 A 64,680 (6) 09/09/2031 Ordinary Shares 64,680 $0 64,680 D
Restricted Share Unit $0 09/09/2024 A 24,250 (7) (7) Ordinary Shares 24,250 $0 24,250 D
Restricted Share Unit $0 09/09/2024 A 3,035 (8) (8) Ordinary Shares 3,035 $0 3,035 D
Explanation of Responses:
1. These Ordinary Shares are withheld securities to cover tax liabilities incident to the vesting of securities previously reported on one or more Forms 4 by the Reporting Person in accordance with Rule 16b-3.
2. On July 20, 2024, the Compensation Committee of the Board of Directors of the Issuer determined that the performance conditions were met with respect to 3,614 of the 14,458 Threshold Performance Share Units granted to Mr. Romano on September 9, 2019. The 3,614 Ordinary Shares vested on September 9, 2024.
3. On July 20, 2024, the Compensation Committee of the Board of Directors of the Issuer determined that the performance conditions were met with respect to 7,257 of the 14,515 Threshold Performance Share Units granted to Mr. Romano on September 9, 2020. The 7,257 Ordinary Shares vested on September 9, 2024.
4. Consists of a grant of RSUs awarded to the Reporting Person subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on September 9, 2022 and each one-year anniversary thereafter.
5. Consists of a grant of RSUs awarded to the Reporting Person subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on September 9, 2023 and each quarter thereafter.
6. Options granted to the Reporting Person are subject to a four-year vesting schedule. Subject to continuous employment, one-quarter shall vest starting on September 9, 2025 and then in equal quarterly installments thereafter.
7. Consists of a grant of RSUs awarded to the reporting person subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, one-quarter shall vest starting on September 9, 2025 and then in equal quarterly installments thereafter.
8. Consists of a grant of RSUs awarded to the Reporting Person. Subject to the Reporting Person's continuous employment, 100% shall vest on September 9, 2025.
Remarks:
/s/ Louis J. Thorson, Attorney-in-Fact for Gianluca Romano 09/11/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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