SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Chawla Paul

(Last)

(First)

(Middle)

529 PLEASANT STREET

(Street)

ATTLEBORO

02703

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2018

3. Issuer Name and Ticker or Trading Symbol
Sensata Technologies Holding N.V. [ ST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Performance Sensing Auto

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, par value EUR 0.01 per share	22,151⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock options to Buy	⁽³⁾	07/16/2024	Ordinary Shares, par value EUR 0.01 per share	10,400⁽⁴⁾	$48	D
Stock options to Buy	⁽⁵⁾	04/01/2025	Ordinary Shares, par value EUR 0.01 per share	6,261⁽⁶⁾	$56.94	D
Stock options to Buy	⁽⁷⁾	04/01/2026	Ordinary Shares, par value EUR 0.01 per share	11,327⁽⁸⁾	$38.96	D
Stock options to Buy	⁽⁹⁾	04/01/2027	Ordinary Shares, par value EUR 0.01 per share	12,069⁽¹⁰⁾	$43.67	D

Explanation of Responses:

1. Includes unvested performance-based restricted securities granted to the reporting person on various dates as follows: 2,854 granted on April 1, 2015; 5,134 granted on April 1, 2016 and 7,157 granted on April 1, 2017. These restricted securities will vest three years after their respective grant date subject to the issuer's satisfaction of certain performance criteria. Also includes unvested time-based restricted securities granted to the reporting person on various dates as follows: 857 granted on April 1, 2015; 3,467 granted on April 1, 2016 and 1,718 granted on April 1, 2017. These restricted securities will vest three years after their respective grant date.

2. Includes 964 ordinary shares beneficially owned by the reporting person.

3. Option grant vests over four years at 25% each year, beginning on the first anniversary of the grant. Currently, 7,800 of these options are exercisable.

4. Consists of options granted to the reporting person on July 16, 2014.

5. Option grant vests over four years at 25% each year, beginning on the first anniversary of the grant. Currently, 3,130 of these options are exercisable.

6. Consists of options granted to the reporting person on April 1, 2015.

7. Option grant vests over four years at 25% each year, beginning on the first anniversary of the grant. Currently, 2,831 of these options are exercisable.

8. Consists of options granted to the reporting person on April 1, 2016.

9. Option grant vests over four years at 25% each year, beginning on the first anniversary of the grant. None of these options are exercisable.

10. Consists of options granted to the reporting person on April 1, 2017.

Remarks:

	/s/ Paul Chawla	01/10/2018
	** 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 5 (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.