Sec Form 13D Filing - SAMSUNG ELECTRONICS CO LTD filing for Seagate Technology Holdings plc (STX) - 2013-10-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

(Name of Issuer)

Ordinary Shares, par value $0.00001 per share

(Title of Class of Securities)

G7945M107

(CUSIP Number)

MyungKun Kim

Samsung Electronics Co., Ltd.

35th Fl., Samsung Electronics Bldg. 1320-10

Seocho 2-Dong, Seocho-Gu

+82-2-2255-8166

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 21, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to the Ordinary Shares, $0.00001 par value per share (the “Ordinary Shares”), of Seagate Technology Public Limited Company (the “Issuer”), a public limited company incorporated in Ireland, whose principal offices are located at 38/39 Fitzwilliam Square, Dublin 2, Ireland. This Amendment amends the Schedule 13D filed on December 20, 2011 (the “Original Schedule”) by the Reporting Person. Unless otherwise indicated, all capitalized terms used herein have the meanings ascribed to them in the Original Schedule. Unless set forth below, all previous Items set forth in the Original Schedule 13D are unchanged. All references to “this Schedule 13D” in the Original Schedule and in this Amendment shall be deemed to refer to the Original Schedule, as amended by this Amendment. This Amendment is being filed to amend Item 2, Item 4, Item 5 and Item 7 of the Original Schedule as follows.

Annex I referenced in Item 2 of the Original Schedule is hereby amended and restated in its entirety and replaced with Annex I hereto, which is incorporated in this Item 2 by reference.

The disclosure in Item 4 of the Original Schedule is hereby amended by inserting the following language to the end of Item 4:

On October 21, 2013, the Issuer acquired from the Reporting Person 32,700,000 Ordinary Shares by way of redemption at a price per share of $46.03 (the “Redemption”), pursuant to a Share Redemption Agreement (the “Share Redemption Agreement”) by and between the Reporting Person and the Issuer dated as of October 7, 2013.

On October 7, 2013, the Reporting Person entered into an Amendment and Termination Agreement (the “Amendment and Termination Agreement”) with the Issuer to amend and terminate the Shareholder Agreement. The Amendment and Termination Agreement became effective on October 21, 2013.

Under the Amendment and Termination Agreement, the registration rights of the Reporting Person to demand or participate in registrations of securities of the Issuer with the Securities and Exchange Commission were extended to November 8, 2013. Certain other provisions of the Shareholder Agreement, including the standstill and voting requirements, the right of first refusal and board designation right, were terminated.

The foregoing summaries of certain provisions of the Share Redemption Agreement and the Amendment and Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the Share Redemption Agreement, a copy of which is attached hereto as Exhibit 7.04, and the Amendment and Termination Agreement, a copy of which is attached hereto as Exhibit 7.05, and which are incorporated herein by reference in their entirety. This Schedule 13D does not purport to amend, qualify or in any way modify the Share Redemption Agreement and the Amendment and Termination Agreement.

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The disclosure in Item 5 of the Original Schedule is hereby amended and restated in its entirety as follows:

(a) As of October 21, 2013, after giving effect to the Redemption, the Reporting Person beneficially owns 12,539,490 Ordinary Shares, or approximately 3.9% of the Ordinary Shares deemed to be outstanding pursuant to Rule 13d-3 of the Act.

The foregoing ownership percentage of the Reporting Person is calculated based on an assumed total of 324,364,849 Ordinary Shares outstanding as of October 21, 2013, which equals (i) 357,064,849 Ordinary Shares outstanding as of September 4, 2013, as reported in the Issuer’s Proxy Statement on Schedule 14A filed by the Issuer with the Securities and Exchange Commission on September 11, 2013, minus (ii) the 32,700,000 Ordinary Shares redeemed by the Issuer from the Reporting Person on October 21, 2013.

(b) The Reporting Person has sole power to vote, direct the vote of, dispose of or direct the disposition of, the Ordinary Shares reported as beneficially owned by it in Item 5(a).

(c) Except as set forth or incorporated herein, neither the Reporting Person nor, to the Reporting Person’s knowledge, any of the individuals referred to in Annex I to this Schedule 13D have effected any transaction in the Ordinary Shares during the past 60 days.

(d) Not applicable.

(e) The Reporting Person ceased to be the beneficial owner of more than five percent of the Ordinary Shares on October 21, 2013.

The disclosure in Item 7 of the Original Schedule is hereby amended and restated in its entirety as follows:

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 22, 2013

ANNEX I

EXECUTIVE OFFICERS AND DIRECTORS OF SAMSUNG ELECTRONICS CO., LTD.

The name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and directors of Samsung Electronics Co., Ltd. is set forth below.