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)
12/09/2004
(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)
Code V Amount (A) or (D) Price

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Futures Contract (obligation to sell) $ 16.62 12/09/2004   S(5)     30,000,000 06/10/2005 06/10/2005 Common shares 30,000,000 $ 16.62 30,000,000 I See Footnotes (1) (2) (3) (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 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    
AUGUST CAPITAL III FOUNDERS FUND 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    

Signatures

 /s/ Mark G. Wilson, Member and by power of attorney for all other Reporting Persons   12/13/2004
**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) Shares are held by New SAC, a Cayman Islands limited liability company ("New SAC") which is the direct parent company of Issuer.
(2) Designated Filer is August Capital Management III, L.L.C., 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").
(3) The August Funds, together with affiliates and certain other persons with whom the Reporting Persons may be deemed a group, own ordinary shares of New SAC. David Marquardt, a member of the Designated Filer, is a member of the board of directors of New SAC and the Issuer.
(4) Each Reporting Person may be deemed a beneficial owner of the reported shares but each disclaims beneficial ownership except to the extent of any indirect pecuniary interest therein.
(5) On December 9, 2004, the Reporting Person entered into a forward sale agreement with Goldman Sachs Financial Markets, L.P. relating to 30,000,000 shares of Seagate Technology's common shares, par value $0.00001 per share (the "Shares"). The arrangement is reflected in Table II as a futures contract. Subject to the terms of the forward sale agreement, the Reporting Person has agreed to deliver the Shares to Goldman Sachs Financial Markets, L.P.

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