Leonetti Olivier Form 4 ZEBRA TECHNOLOGIES / OLIVIER LEONETTI 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^*

LEONETTI OLIVIER

(Last) (First) (Middle)

C/O ZEBRA TECHNOLOGIES CORPORATION

3 OVERLOOK POINT

(Street)

LINCOLNSHIRE IL 60069

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZEBRA TECHNOLOGIES CORP [ ZBRA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2020

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
Class A Common Stock								10,658	D
Class A Common Stock	02/06/2020		A		9,104(1)	A	$0.00	19,762	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
Stock Appreciation Right	$72.95							(2)	10/31/2026	Class A Common Stock	1,773		1,773	D
Stock Appreciation Right	$98.87							(3)	05/11/2024	Class A Common Stock	4,190		4,190	D
Stock Appreciation Right	$149.57							(4)	05/10/2025	Class A Common Stock	4,728		4,728	D
Stock Appreciation Right	$205.12							(5)	05/02/2026	Class A Common Stock	4,676		4,676	D

Explanation of Responses:

1. Previously unreportable performance based restricted stock (PVRS) granted May 11, 2017 with a 3-year performance period ended December 31, 2019. Converted to restricted shares as of February 6, 2020 performance certification with May 11, 2020 vesting date.

2. Of the stock appreciation rights subject to this SAR, 1,773 vest on October 31, 2017, 1,773 vest on October 31, 2018, 1,773 vest on October 31, 2019 and 1,773 vest on October 31, 2020.

3. Of the stock appreciation rights subject to this SAR, 2,094 vest on May 11, 2018, 2,095 vest on May 11, 2019, 2,095 vest on May 11, 2020 and 2,095 vest on May 11, 2021.

4. Of the stock appreciation rights subject to this SAR, 1,576 vest on May 10, 2019, 1,576 vest on May 10, 2020, 1,576 vest on May 10, 2021 and 1576 vest on May 10, 2022.

5. Of the stock appreciation rights subject to this SAR, 1,169 vest on May 2, 2020, 1,169 vest on May 2, 2021, 1,169 vest on May 2, 2022 and 1,169 vest on May 2, 2023.

Remarks:

	/s/ Cristen Kogl, Attorney-In-Fact	02/10/2020
	** 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).
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