On December 11, 2012, Sensata Technologies Holding N.V. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC and Barclays Capital Inc., as underwriters, and the selling shareholders named therein. The Underwriting Agreement relates to the sale by the selling shareholders to the underwriters of 10,000,000 ordinary shares of the Company, nominal value EUR 0.01 per share (the "Shares"). The Shares are being sold at a public offering price of $29.95 per share. The Underwriting Agreement contains customary representations, warranties and covenants of the Company and the selling shareholders, conditions to closing, indemnification obligations of the Company, the selling shareholders and the underwriters, and termination and other customary provisions. The Shares are expected to be delivered against payment therefor on December 17, 2012.

The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-185388). This Current Report on Form 8-K is being filed to incorporate the Underwriting Agreement by reference into such Registration Statement. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

On December 11, 2012, the Company issued a press release announcing the underwritten public offering by certain selling shareholders. On December 12, 2012, the Company issued a press release announcing the pricing of the offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

(d) Exhibits

 1.1    Underwriting Agreement, dated as of December 11, 2012, among Sensata
        Technologies Holding N.V., Morgan Stanley & Co. LLC and Barclays Capital
        Inc., as underwriters, and the selling shareholders named therein

99.1    Press release issued by Sensata Technologies Holding N.V. on December 11,
        2012

99.2    Press release issued by Sensata Technologies Holding N.V. on December 12,
        2012