Conrado Eduardo F Form 4 Motorola Solutions / EDUARDO F CONRADO ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CONRADO EDUARDO F

(Last) (First) (Middle)

MOTOROLA SOLUTIONS, INC.

500 WEST MONROE

(Street)

CHICAGO IL 60661

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Motorola Solutions, Inc. [ MSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Strategy & IO

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Motorola Solutions, Inc. - Common Stock	03/09/2017		M		2,134	A	$0(1)	19,668.8151(2)	D
Motorola Solutions, Inc. - Common Stock	03/09/2017		F		664	D	$81.37	19,004.8151(2)	D
Motorola Solutions, Inc. - Common Stock	03/10/2017		M		2,023	A	$0(3)	21,027.8151(2)	D
Motorola Solutions, Inc. - Common Stock	03/10/2017		F		630	D	$82.1	20,397.8151(2)	D
Motorola Solutions, Inc. - Common Stock	03/10/2017		F		520	D	$82.1	19,877.8151(2)	D

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 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: 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
Market Stock Units	(4)	03/09/2017		A		4,859		(5)	(5)	Motorola Solutions, Inc. - Common Stock	4,859	$0	4,859	D
Market Stock Units	(4)	03/09/2017		M			1,840(5)	(5)	(5)	Motorola Solutions, Inc. - Common Stock	1,840	$0	1,840	D
Market Stock Units	(4)	03/10/2017		M			1,744(5)	(5)	(5)	Motorola Solutions, Inc. - Common Stock	1,744	$0	3,486	D

Explanation of Responses:

1. Represents the vesting (1,840) and payout (2,134) of the second tranche (1/3) of the market stock units (MSU) granted on March 9, 2015 at 116% payout factor and such payout includes 294 shares which were above the target number of shares originally reported.

2. Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan and through the reinvestment of dividends.

3. Represents the vesting (1,744) and (2,023) payout of the first tranche (1/3) of the market stock units (MSU) granted on March 10, 2016 at 116% payout factor and such payout includes 279 shares which were above the target number of shares originally reported.

4. Each market stock unit (MSU) converts into shares of common stock on a 1-for-1 basis but the number of MSUs earned varies from 0% to 200% of the target number of MSUs based on the average of the closing price of the Company's common stock on the date of grant and the thirty calendar days immediately preceding the date of grant (referred to as Share Price on Date of Grant) as compared to the closing share price of the Company's common stock on the vesting date and the thirty calendar days immediately preceding the vesting date (referred to as Share Price on Vesting Date).

5. One third of the MSU award will vest on each of the first, second and third anniversaries of the date of grant and will be converted into shares of common stock based on a payout factor, provided that the MSUs will only vest if the Share Price on the Vesting Date equals at least 60% of the Share Price on the Date of Grant.

Remarks:

	Amber J. Livingston, on behalf of Eduardo F. Conrado, Executive Vice President, Strategy & Innovation Office (Power of Attorney on File)	03/13/2017
	** Signature of Reporting Person	Date
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