Edgar Filing: COTE JEFFREY J

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

COTE JEFFREY J

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Operating Officer

(Last)

(First)

(Middle)

C/O SENSATA TECHNOLOGIES, INC., 529 PLEASANT STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2012

(Street)

ATTLEBORO, MA 02703

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, par value EUR 0.01 per share	12/31/2012		M		7,478 ⁽¹⁾	A	$ 7.3	208,624 ⁽³⁾	D
Ordinary Shares, par value EUR 0.01 per share	12/31/2012		S		7,478 ⁽¹⁾	D	$ 32.52 ⁽²⁾	201,146 ⁽³⁾	D
Ordinary Shares, par value EUR 0.01 per share	01/02/2013		M		43,122 ⁽¹⁾	A	$ 7.3	244,268 ⁽³⁾	D
Ordinary Shares, par value EUR 0.01 per share	01/02/2013		S		43,122 ⁽¹⁾	D	$ 33.43 ⁽⁴⁾	201,146 ⁽³⁾	D
Ordinary Shares, par value EUR 0.01 per share	01/03/2013		M		49,400 ⁽¹⁾	A	$ 7.3	250,546 ⁽³⁾	D
Ordinary Shares, par value EUR 0.01 per share	01/03/2013		S		49,400 ⁽¹⁾	D	$ 33.34 ⁽⁵⁾	201,146 ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options to Buy

$ 7.3

12/31/2012

7,478 ⁽¹⁾

⁽⁶⁾

03/28/2017

Ordinary Shares, par value EUR 0.01 per share

7,478

$ 0

541,942 ⁽⁶⁾

Stock Options to Buy

$ 7.3

01/02/2013

43,122 ⁽¹⁾

⁽⁶⁾

03/28/2017

Ordinary Shares, par value EUR 0.01 per share

43,122

$ 0

498,820 ⁽⁶⁾

Stock Options to Buy

$ 7.3

01/03/2013

49,400 ⁽¹⁾

⁽⁶⁾

03/28/2017

Ordinary Shares, par value EUR 0.01 per share

49,400

$ 0

449,420 ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COTE JEFFREY J C/O SENSATA TECHNOLOGIES, INC. 529 PLEASANT STREET ATTLEBORO, MA 02703			Chief Operating Officer

Signatures

/s/ Joseph Baillargeon by power of attorney		01/03/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The transactions being reported on this Form 4 were made through a 10B5-1 Sales Plan.
(2)	Represents a weighted average purchase price. The shares were purchased in multiple transactions at prices ranging from $32.50 to $32.54, inclusive.
(3)	Includes 179,460 of unvested restricted ordinary shares, of which, 29,300 shares are subject to performance conditions.
(4)	Represents a weighted average purchase price. The shares were purchased in multiple transactions at prices ranging from $33.27 to $33.52, inclusive.
(5)	Represents a weighted average purchase price. The shares were purchased in multiple transactions at prices ranging from $33.24 to $33.46, inclusive.
(6)	These options are currently exercisable.

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