Statement of Changes in Beneficial Ownership (4)
August 12 2022 - 3:25PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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BROWN GREGORY Q |
2. Issuer Name and Ticker or Trading Symbol
Motorola Solutions, Inc.
[
MSI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO |
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(Last)
(First)
(Middle)
MOTOROLA SOLUTIONS, INC., 500 WEST MONROE ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/10/2022 |
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(Street)
CHICAGO, IL 60661
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Motorola Solutions, Inc. - Common Stock | 8/10/2022 | | M(1) | | 100000 | A | $68.50 | 170307.7016 (2) | D | |
| Motorola Solutions, Inc. - Common Stock | 8/10/2022 | | S(1) | | 20420 | D | $254.2708 (3) | 149887.7016 (2) | D | |
| Motorola Solutions, Inc. - Common Stock | 8/10/2022 | | S(1) | | 67393 | D | $253.5239 (4) | 82494.7016 (2) | D | |
| Motorola Solutions, Inc. - Common Stock | 8/10/2022 | | S(1) | | 7887 | D | $252.5326 (5) | 74607.7016 (2) | D | |
| Motorola Solutions, Inc. - Common Stock | 8/10/2022 | | S(1) | | 3585 | D | $251.4307 (6) | 71022.7016 (2) | D | |
| Motorola Solutions, Inc. - Common Stock | 8/10/2022 | | S(1) | | 715 | D | $250.4221 (7) | 70307.7016 (2) | D | |
| Motorola Solutions, Inc. - Common Stock | 8/11/2022 | | M(1) | | 100000 | A | $68.50 | 170307.7016 (2) | D | |
| Motorola Solutions, Inc. - Common Stock | 8/11/2022 | | S(1) | | 24988 | D | $253.6883 (8) | 145319.7016 (2) | D | |
| Motorola Solutions, Inc. - Common Stock | 8/11/2022 | | S(1) | | 49592 | D | $252.9345 (9) | 95727.7016 (2) | D | |
| Motorola Solutions, Inc. - Common Stock | 8/11/2022 | | S(1) | | 25420 | D | $252.2846 (10) | 70307.7016 (2) | D | |
| Motorola Solutions, Inc. - Common Stock | | | | | | | | 2220 | I | Held by wife |
| Motorola Solutions, Inc. - Common Stock | | | | | | | | 81000 (11) | I | By Trust |
| Motorola Solutions, Inc. - Common Stock | | | | | | | | 78780 (12) | I | By Trust |
| Motorola Solutions, Inc. - Common Stock | | | | | | | | 37547 (13) | I | By Trust |
| Motorola Solutions, Inc. - Common Stock | | | | | | | | 35348 (14) | I | By Trust |
| Motorola Solutions, Inc. - Common Stock | | | | | | | | 18523 | I | 2020-7 Grantor Retained Annuity Trust, reporting person is the Trustee |
| Motorola Solutions, Inc. - Common Stock | | | | | | | | 53607 | I | 2021 Grantor Retained Annuity Trust, reporting person is the Trustee |
| Motorola Solutions Inc. - Common Stock | | | | | | | | 101609 | I | 2022-1 Grantor Retained Annuity Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Performance Contingent Stock Option - Right to Buy | $68.50 | 8/10/2022 | | M (1) | | | 100000 | (15) | 8/25/2022 | Motorola Solutions, Inc. - Common Stock | 100000 | $0 | 269229 | D | |
| Performance Contingent Stock Option - Right to Buy | $68.50 | 8/11/2022 | | M (1) | | | 100000 | (15) | 8/25/2022 | Motorola Solutions, Inc. - Common Stock | 100000 | $0 | 169229 | D | |
| Explanation of Responses: |
| (1) | The exercise and sale of options reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 14, 2021. |
| (2) | Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan and through the reinvestment of dividends. |
| (3) | $254.2708 is the weighted average sales price. Prices for this transaction ranged from $253.95 to $254.93. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (4) | $253.5239 is the weighted average sales price. Prices for this transaction ranged from $252.99 to $253.94. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (5) | $252.5326 is the weighted average sales price. Prices for this transaction ranged from $251.96 to $252.84. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (6) | $251.4307 is the weighted average sales price. Prices for this transaction ranged from $250.91 to $251.85. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (7) | $250.4221 is the weighted average sales price. Prices for this transaction ranged from $250.31 to $250.84. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (8) | $253.6883 is the weighted average sales price. Prices for this transaction ranged from $253.40 to $254.38. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (9) | $252.9345 is the weighted average sales price. Prices for this transaction ranged from $252.41 to $253.39. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (10) | $252.2846 is the weighted average sales price. Prices for this transaction ranged from $252.15 to $252.40. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (11) | These shares are held in an irrevocable trust for the benefit of the reporting person's wife and children. The reporting person's wife is trustee of this trust. |
| (12) | These shares are held in a family trust for the benefit of the reporting person's children. The reporting person's child is trustee of this trust. |
| (13) | These shares are held in a non-exempt gift trust for the benefit of the reporting person's child. The reporting person's wife is trustee of this trust. |
| (14) | These shares are held in a non-exempt gift trust for the benefit of the reporting person's child. The reporting person's wife is trustee of this trust. |
| (15) | These Performance Contingent Stock Options ("PCSOs") vested upon the attainment of each stock price hurdle as follows: 20% vested when the Company closing stock price was $85.00 for ten consecutive trading days (which was met on June 30, 2017); 30% vested when the Company closing stock price was $102.50 for ten consecutive trading days (which was met on February 28, 2018); and 50% vested when the Company closing stock price was $120.00 for ten consecutive trading days (which was met on July 24, 2018). The PCSOs became exercisable on the third anniversary of the date of grant. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
BROWN GREGORY Q
MOTOROLA SOLUTIONS, INC.
500 WEST MONROE ST.
CHICAGO, IL 60661 | X |
| Chairman and CEO |
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Signatures
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| Lauren E. Henderson, on behalf of Gregory Q. Brown, Chairman and Chief Executive Officer (Power of Attorney on File) | | 8/12/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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