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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| NQ Stock Options | $ 4.045 | 01/30/2009 | A | 3,500,000 | 01/12/2010(2) | 01/30/2016 | Common Shares | 3,500,000 | $ 0 | 3,500,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LUCZO STEPHEN J 920 DISC DRIVE ATTN: STOCK PLAN ADMINISTRATION SCOTTS VALLEY, CA 95067 |
X | Chairman, President and CEO | ||
| /S/ Roberta S. Cohen for Stephen J. Luczo | 02/03/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These awards are subject to continuous employment and performance vesting requirements and were issued on January 30, 2009 under the 2004 Stock Compensation Plan. First vesting is one year after the award date and subject to meeting specified performance criteria. Further vesting is annual for the following 3 years thereafter according to specific performance requirements.The vesting for these awards issued under the 2004 Stock Compensation Plan is subject to both continuous employment and specified performance goals. The earliest possible vesting is 25% annually over four years, however, depending on the timing of the achievement of specified performance goals, the grantee has up to seven years to completely vest in the award. Part or all of the award will not be vested if the employment ends prior to complete vesting or if the performance goal is not achieved as of the last vesting opportunity. |
| (2) | Options granted to the Reporting Person under the Seagate Technology's 2004 Stock Compensation Plan are subject to a four-year vesting schedule. After one year of continuous employment, one quarter of the option shares vest will vest on January 12, 2010. Following continuous employment, the remaining three quarters will vest proportionally monthly over the 36 months thereafter from January 12, 2010. |
| Remarks: Mr. Luczo was appointed Chairman, President and Chief Executive Officer on January 12, 2009. | |