Edgar Filing: SEAGATE TECHNOLOGY

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 ^*

SILVER LAKE OFFSHORE AIV GP LTD

2. Issuer Name and Ticker or Trading Symbol
SEAGATE TECHNOLOGY [STX]

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

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

(Last)

(First)

(Middle)

C/O SILVER LAKE PARTNERS, 2725 SAND HILL ROAD, SUITE 150

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2005

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
Common Shares	08/02/2005		S		44,500,000	D	$ 18.73	100,000,493	I	See Footnotes ⁽¹⁾ ⁽²⁾
Common Shares								15,905,536 ⁽³⁾	D

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SILVER LAKE OFFSHORE AIV GP LTD C/O SILVER LAKE PARTNERS 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
SILVER LAKE TECHNOLOGY INVESTORS CAYMAN LP C/O SILVER LAKE PARTNERS 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
SILVER LAKE INVESTORS CAYMAN LP C/O SILVER LAKE PARTNERS 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
SILVER LAKE PARTNERS CAYMAN LP C/O SILVER LAKE PARTNERS 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X

Signatures

/S/Roberta S. Cohen, Attorney-in-Fact		08/04/2005
^**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)	New SAC is the largest shareholder of Seagate Technology (the "Issuer"). New SAC beneficially owned 144,500,493 of the Issuer's common shares, par value $0.00001 per share (the "Common Shares"), prior to the transaction reported hereby and will beneficially own 100,000,493 of the Common Shares after the transaction reported hereby. Affiliates of Silver Lake Partners, L.P. may be deemed, as a result of their ownership of 31.8% of the total outstanding ordinary shares of New SAC as of August 2, 2005, to have shared voting or dispositive power with respect to the Common Shares beneficially owned by New SAC. However, the affiliates of Silver Lake Partners, L.P. disclaim this beneficial ownership. The affiliates of Silver Lake Partners, L.P. are Silver Lake Partners Cayman, L.P. ("SLP Cayman"), Silver Lake Investors Cayman, L.P. ("SLI Cayman") and Silver Lake Technology Investors Cayman, L.P. ("SLTI Cayman", and together with SLP Cayman and SLI Cayman, "SLP").
(2)	The sole general partner of each of SLP Cayman and SLI Cayman is Silver Lake Technology Associates Cayman, L.P. The sole general partner of each of Silver Lake Technology Associates Cayman, L.P. and SLTI Cayman is Silver Lake (Offshore) AIV GP LTD. The shareholders of Silver Lake (Offshore) AIV GP LTD. are Alan K. Austin, James A. Davidson, Glenn H. Hutchins, David J. Roux and Integral Capital Partners SLP LLC. All persons identified above disclaim beneficial ownership of any of the Issuer's Common Shares beneficially owned by New SAC, except to the extent of any pecuniary interest therein.
(3)	Represents an aggregate of 15,134,222 Common Shares received by SLP Cayman, an aggregate of 436,466 Common Shares received by SLI Cayman and an aggregate of 334,848 Common Shares received by SLTI Cayman from New SAC as part of the May 16, 2005 and July 26, 2005 distributions by New SAC of 24,999,754 and 24,999,753, respectively, of the Issuer's Common Shares to the New SAC shareholders on a pro rata basis in the form of a stock dividend (collectively, the "Distributions"). SLP's receipt of such Common Shares through the Distributions were exempt from the reporting and liability provisions of Section 16 pursuant to Rule 16a-13.

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