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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Motorola Solutions, Inc. [ MSI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/10/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 02/10/2021 | M(1) | 100,000 | A | $38.04 | 145,576.2816(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 02/10/2021 | D | 20,774(3) | D | $183.12 | 124,802.2816(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 02/10/2021 | S(1) | 55,840 | D | $183.9863(4) | 68,962.2816(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 02/10/2021 | S(1) | 22,606 | D | $183.1732(5) | 46,356.2816(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 02/10/2021 | S(1) | 780 | D | $182.5233(6) | 45,576.2816(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 02/11/2021 | M(1) | 100,000 | A | $38.04 | 145,576.2816(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 02/11/2021 | D | 20,751(7) | D | $183.32 | 124,825.2816(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 02/11/2021 | S(1) | 2,488 | D | $183.9105(8) | 122,337.2816(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 02/11/2021 | S(1) | 32,743 | D | $182.3692(9) | 89,594.2816(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 02/11/2021 | S(1) | 43,052 | D | $181.6654(10) | 46,542.2816(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 02/11/2021 | S(1) | 966 | D | $181.2424(11) | 45,576.2816(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 2,220 | I | Held by wife | |||||||
| Motorola Solutions, Inc. - Common Stock | 81,000(12) | I | By Trust | |||||||
| Motorola Solutions, Inc. - Common Stock | 78,780(13) | I | By Trust | |||||||
| Motorola Solutions, Inc. - Common Stock | 24,719(14) | I | By Trust | |||||||
| Motorola Solutions, Inc. - Common Stock | 22,517(15) | I | By Trust | |||||||
| Motorola Solutions, Inc. - Common Stock | 41,489 | I | 2019 Grantor Retained Annuity Trust, reporting person is the Trustee | |||||||
| Motorola Solutions, Inc. - Common Stock | 104,597 | I | 2020 Grantor Retained Annuity Trust, reporting person is the Trustee | |||||||
| Motorola Solutions, Inc. - Common Stock | 28,817 | I | 2021 Grantor Retained Annuity Trust, reporting person is the Trustee | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | $38.04 | 02/10/2021 | M(1) | 100,000 | (16) | 02/22/2021 | Motorola Solutions, Inc. - Common Stock | 100,000 | $0 | 170,657 | D | ||||
| Stock Appreciation Right | $38.04 | 02/11/2021 | M(1) | 100,000 | (16) | 02/22/2021 | Motorola Solutions, Inc. - Common Stock | 100,000 | $0 | 70,657 | D | ||||
| Explanation of Responses: |
| 1. The exercise of these stock appreciation rights and sale of shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2020. |
| 2. Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan and through the reinvestment of dividends. |
| 3. This represents the difference between the number of SARs exercised (100,000) and the number of shares issued as a result of the exercise (79,226). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date the SAR is exercised ($183.12) and the base price ($38.04). |
| 4. $183.9863 is the weighted average sales price. Prices for this transaction ranged from $183.51 to $184.39. 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. |
| 5. $183.1732 is the weighted average sales price. Prices for this transaction ranged from $182.63 to $183.45. 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. $182.5233 is the weighted average sales price. Prices for this transaction ranged from $182.52 to $182.54. 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. This represents the difference between the number of SARs exercised (100,000) and the number of shares issued as a result of the exercise (79,249). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date the SAR is exercised ($183.32) and the base price ($38.04). |
| 8. $183.9105 is the weighted average sales price. Prices for this transaction ranged from $183.15 to $183.97. 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. $182.3692 is the weighted average sales price. Prices for this transaction ranged from $182.05 to $182.93. 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. |
| 10. $181.6654 is the weighted average sales price. Prices for this transaction ranged from $181.31 to $182.02. 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. $181.2424 is the weighted average sales price. Prices for this transaction ranged from $181.03 to $181.27. 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. |
| 12. 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. |
| 13. These shares are held in a family trust for the benefit of the reporting person's children. The reporting person 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 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. |
| 16. The stock appreciation rights vested in three equal annual installments beginning on February 22, 2012. |
| Kristin L. Kruska, on behalf of Gregory Q. Brown, Chairman and Chief Executive Officer (Power of Attorney on File) | 02/12/2021 | |
| ** 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 Number. | ||