Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased (in shares) (1)
Weighted-Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs
(in millions)
April 1 through April 30, 2022 481,503 $ 49.10 344,829 $ 432.8
May 1 through May 31, 2022 766,864 $ 46.12 759,564 $ 397.8
June 1 through June 30, 2022 592,213 $ 46.16 587,947 $ 370.6
Quarter total 1,840,580 $ 46.91 1,692,340 $ 370.6
___________________________________
(1) The number of ordinary shares presented includes ordinary shares that were withheld upon the vesting of restricted securities to cover payment of employee withholding tax. These withholdings took place outside of a publicly announced repurchase plan. There were 136,674 ordinary shares withheld in April 2022, 7,300 ordinary shares withheld in May 2022, and 4,266 ordinary shares withheld in June 2022, representing a total aggregate fair value of $7.4 million based on the closing price of our ordinary shares on the date of withholdings.
(2) All purchases during the three months ended June 30, 2022 were conducted pursuant to a $500.0 million share repurchase program authorized by our Board of Directors and publicly announced on January 20, 2022 (the “January 2022 Program”). The January 2022 Program does not have an established expiration date.
Item 3. Defaults Upon Senior Securities.
None.
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Item 6. Exhibits.
Exhibit No. Description
3.1 Articles of Association of Sensata Technologies Holding plc (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on March 28, 2018).
10.1 Second Amended and Restated Employment Agreement between George Verras and Sensata Technologies, Inc., dated May 1, 2022. *†
10.2 Amendment No. 11 to Credit Agreement and Amendment No. 2 to Foreign Guaranty, dated as of June 23, 2022, by and among Sensata Technologies, Inc., Sensata Technologies Intermediate Holding B.V., the other Guarantors party thereto, Morgan Stanley Senior Funding, Inc., as the Administrative Agent, an L/C Issuer and the Swing Line Lender, and the Revolving Credit Lenders and other L/C Issuers party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on June 29, 2022).
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.3 Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1 Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document. *
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
___________________________________
* Filed herewith
† Indicates management contract or compensatory plan, contract, or arrangement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 1, 2022
SENSATA TECHNOLOGIES HOLDING PLC
/s/ Jeffrey Cote
(Jeffrey Cote)
Chief Executive Officer and President
(Principal Executive Officer)
/s/ Paul Vasington
(Paul Vasington)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Maria Freve
(Maria Freve)
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.