Motorola Solutions, Inc. — Director's Dealing 2017

Mar 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Motorola Solutions, Inc. (MSI)
CIK: 0000068505
Period of Report: 2017-03-09

Reporting Person: BROWN GREGORY Q (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-09	Motorola Solutions, Inc. - Common Stock	M	14810	—	Acquired	96724.4969	Direct
2017-03-09	Motorola Solutions, Inc. - Common Stock	F	6769	$81.37	Disposed	89955.4969	Direct
2017-03-10	Motorola Solutions, Inc. - Common Stock	M	12323	—	Acquired	102278.4969	Direct
2017-03-10	Motorola Solutions, Inc. - Common Stock	F	5632	$82.10	Disposed	96646.4969	Direct
2017-03-10	Motorola Solutions, Inc. - Common Stock	F	4491	$82.10	Disposed	92155.4969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-09	Market Stock Units	$	A	37905	Acquired		Motorola Solutions, Inc. - Common Stock (37905)	Direct
2017-03-09	Market Stock Units	$	M	12768	Disposed		Motorola Solutions, Inc. - Common Stock (12768)	Direct
2017-03-10	Market Stock Units	$	M	10624	Disposed		Motorola Solutions, Inc. - Common Stock (10624)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Motorola Solutions, Inc. - Common Stock	97544	Indirect
Motorola Solutions, Inc. - Common Stock	81000	Indirect
Motorola Solutions, Inc. - Common Stock	2220	Indirect
Motorola Solutions, Inc. - Common Stock	64663	Indirect
Motorola Solutions, Inc. - Common Stock	55607	Indirect

Footnotes

F1: Represents the vesting (12,768) and payout (14,810) 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 2,042 shares which were above the target number of shares originally reported.

F2: Includes shares acquired through the reinvestment of dividends and dividend equivalent rights credited to the reporting person when and as dividends were paid on Motorola Solutions, Inc. common stock.

F3: Represents the vesting (10,624) and payout (12,323) 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 1,699 shares which were above the target number of shares originally reported.

F4: These shares are held in an irrevocable trust for the benefit of the reporting persons chidren. The reporting person is trustee of this trust.

F5: 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.

F6: 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).

F7: 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.