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: MOLLOY JOHN P (EVP, Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-09	Motorola Solutions, Inc. - Common Stock	M	1071	$74.35	Acquired	16203.8995	Direct
2017-03-09	Motorola Solutions, Inc. - Common Stock	S	1071	$80.7576	Disposed	15132.8995	Direct
2017-03-09	Motorola Solutions, Inc. - Common Stock	F	585	$81.37	Disposed	14547.8995	Direct
2017-03-10	Motorola Solutions, Inc. - Common Stock	M	2359	—	Acquired	16906.8995	Direct
2017-03-10	Motorola Solutions, Inc. - Common Stock	F	734	$82.10	Disposed	16172.8995	Direct
2017-03-10	Motorola Solutions, Inc. - Common Stock	F	433	$82.10	Disposed	15739.8995	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-09	Employee Stock Options - Right to Buy	$74.35	M	1071	Disposed	2017-05-08	Motorola Solutions, Inc. - Common Stock (1071)	Direct
2017-03-09	Market Stock Units	$	A	6803	Acquired		Motorola Solutions, Inc. - Common Stock (6803)	Direct
2017-03-09	Performance Contingent Stock Options	$81.37	A	330203	Acquired	2022-08-25	Motorola Solutions, Inc. - Common Stock (330203)	Direct
2017-03-10	Market Stock Units	$	M	2034	Disposed		Motorola Solutions, Inc. - Common Stock (2034)	Direct

Footnotes

F1: Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan and through the reinvestment of dividends.

F2: Represents the vesting (2,034) and payout (2,359) 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 325 shares which were above the target number of shares originally reported.

F3: These options vested in four equal annual installments beginning on May 8, 2008.

F4: 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).

F5: 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.

F6: The performance contingent stock options ("PCSOs") vest upon the attainment, by August 25, 2018, of each stock price requirement as follows: (a) 145,836 vests when the Company closing stock price is at least $85.00 for ten consecutive trading days; (b) 77,437 vests when the Company closing stock price is at least $102.50 for ten consecutive trading days; and (c) 106,930 vests when the Company closing stock price is at least $120.00 for ten consecutive trading days. The portion(s) of the option that has/have vested in accordance with the preceding sentence will be exercisable beginning August 25, 2018.