Edgar Filing: AUGUST CAPITAL III LP

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 ^*

AUGUST CAPITAL MANAGEMENT III LLC

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)

2480 SAND HILL ROAD, SUITE 101

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2006

(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	01/03/2006		J⁽¹⁰⁾		1,042,924	D	$ 0	10,429,196 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D
Common Shares	01/03/2006		J⁽¹⁰⁾		58,504	D	$ 0	585,044 ⁽¹⁾ ⁽²⁾ ⁽⁴⁾	D
Common Shares	01/03/2006		J⁽¹⁰⁾		19,007	D	$ 0	190,076 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	D
Common Shares	01/03/2006		J⁽⁹⁾		116,542	A	$ 0	751,430 ⁽⁶⁾	D
Common Shares	01/03/2006		J⁽⁹⁾		73,326	A	$ 0	450,990 ⁽⁷⁾	D
Common Shares	01/03/2006		J⁽⁹⁾		61,105	A	$ 0	305,525 ⁽⁸⁾	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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AUGUST CAPITAL MANAGEMENT III LLC 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
AUGUST CAPITAL III LP 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
AUGUST CAPITAL STRATEGIC PARTNERS III LP 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
MARQUARDT DAVID F 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025	X	X
RAPPAPORT ANDREW 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
JOHNSTON JOHN R 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
AUGUST CAPITAL III FOUNDERS FUND LP 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X

Signatures

/s/ Mark G. Wilson, Member and by power of attorney for all other Reporting Persons		01/05/2006
^**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)	Designated Filer is August Capital Management III, LLC, the general partner of August Capital III, L.P., August Capital Strategic Partners III, L.P. and August Capital III Founders Fund, L.P. (collectively, the "August Funds").
(2)	The August Funds, together with affiliates and certain other persons with whom Reporting Persons may be deemed a group, own ordinary shares of New SAC, a Cayman Islands limited liability Company ("New SAC"). David Marquardt, a member of the Designated Filer, is a member of the board of directors of New SAC and the issuer. Each Reporting Person may be deemed a benefical owner of the reported shares but each disclaims beneficial ownership except to the extent of any indirect pecuniary interest therein.
(3)	Includes Common Shares received by August Capital III, L.P. from New SAC as part of the January 3, 2006 distribution by New SAC of the issuer's Common Shares to the New SAC shareholders on a pro rata basis in a spin-off transaction (the "Distribution"). The receipt of the Common Shares by the August Funds through the Distribution was exempt from the reporting and liability provisions of Section 16 pursuant to Rule 16a-13.
(4)	Includes Common Shares received by August Capital III Founders Fund, L.P. from New SAC as part of the Distribution. The receipt of the Common Shares by the August Funds through the Distribution was exempt from the reporting and liability provisions of Section 16 pursuant to Rule 16a-13.
(5)	Includes Common Shares received by August Capital Stategic Partners III, L.P. from New SAC as part of the Distribution. The receipt of the Common Shares by the August Funds through the Distribution was exempt from the reporting and liability provisions of Section 16 pursuant to Rule 16a-13.
(6)	Represents Common Shares owned solely by David Marquardt.
(7)	Represents Common Shares owned solely by Andrew Rappaport.
(8)	Represents Common Shares owned solely by John R. Johnston.
(9)	Common Shares were received from the August Funds pursuant to a distribution without additional consideration to partners in pro rata distributions pursuant to partnership agreements.
(10)	Distributed without additional consideration to partners in pro rata distributions pursuant to partnership agreements.

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