On February 12, 2013, Sensata Technologies Holding N.V. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, as underwriter, and the selling shareholders named therein. The Underwriting Agreement relates to the sale by the selling shareholders to the underwriter of 15,000,000 ordinary shares of the Company, nominal value EUR 0.01 per share (the "Shares"). The underwriter may offer the Shares from time to time for sale in negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. 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 underwriter, and termination and other customary provisions. The Shares are expected to be delivered against payment therefor on February 19, 2013.

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. 333-186615). 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 February 12, 2013, the Company issued a press release announcing the underwritten public offering by selling shareholders. On February 13, 2013, 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 February 12, 2013, among Sensata
        Technologies Holding N.V., Morgan Stanley & Co. LLC, as underwriter, and
        the selling shareholders named therein

99.1    Press release issued by Sensata Technologies Holding N.V. on February 12,
        2013

99.2    Press release issued by Sensata Technologies Holding N.V. on February 13,
        2013