Motorola Solutions, Inc. — Director's Dealing 2018

Mar 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Motorola Solutions, Inc. (MSI)
CIK: 0000068505
Period of Report: 2018-03-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-08	Motorola Solutions, Inc. - Common Stock	M	62000	$40.33	Acquired	136594.9233	Direct
2018-03-08	Motorola Solutions, Inc. - Common Stock	S	23800	$108.4968	Disposed	112794.9233	Direct
2018-03-08	Motorola Solutions, Inc. - Common Stock	S	38200	$107.9006	Disposed	74594.9233	Direct
2018-03-09	Motorola Solutions, Inc. - Common Stock	M	125000	$40.33	Acquired	199594.9233	Direct
2018-03-09	Motorola Solutions, Inc. - Common Stock	S	121200	$108.986	Disposed	78394.9233	Direct
2018-03-09	Motorola Solutions, Inc. - Common Stock	S	3800	$108.4523	Disposed	74594.9233	Direct
2018-03-09	Motorola Solutions, Inc. - Common Stock	M	19661	—	Acquired	94255.9233	Direct
2018-03-09	Motorola Solutions, Inc. - Common Stock	F	8710	$109.09	Disposed	85545.9233	Direct
2018-03-09	Motorola Solutions, Inc. - Common Stock	M	16804	—	Acquired	102349.9233	Direct
2018-03-09	Motorola Solutions, Inc. - Common Stock	F	7445	$109.09	Disposed	94904.9233	Direct
2018-03-10	Motorola Solutions, Inc. - Common Stock	M	16360	—	Acquired	111264.9233	Direct
2018-03-10	Motorola Solutions, Inc. - Common Stock	F	7248	$109.09	Disposed	104016.9233	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-08	Employee Stock Option - Right to Buy	$40.33	M	62000	Disposed	2018-08-27	Motorola Solutions, Inc. - Common Stock (62000)	Direct
2018-03-08	Market Stock Units	$	A	30668	Acquired		Motorola Solutions, Inc. - Common Stock (30668)	Direct
2018-03-09	Employee Stock Option - Right to Buy	$40.33	M	125000	Disposed	2018-08-27	Motorola Solutions, Inc. - Common Stock (125000)	Direct
2018-03-09	Market Stock Units	$	M	12767	Disposed		Motorola Solutions, Inc. - Common Stock (12767)	Direct
2018-03-09	Market Stock Units	$	M	12635	Disposed		Motorola Solutions, Inc. - Common Stock (12635)	Direct
2018-03-09	Performance Option	$66.57	A	199123	Acquired	2025-03-09	Motorola Solutions, Inc. - Common Stock (199123)	Direct
2018-03-10	Market Stock Units	$	M	10624	Disposed		Motorola Solutions, Inc. - Common Stock (10624)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Motorola Solutions, Inc. - Common Stock	139989	Indirect
Motorola Solutions, Inc. - Common Stock	81000	Indirect
Motorola Solutions, Inc. - Common Stock	2220	Indirect
Motorola Solutions, Inc. - Common Stock	55731	Indirect

Footnotes

F1: 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.

F2: $108.4968 is the weighted average sales price. Prices for this transaction ranged from $108.23 to $109.03. 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.

F3: $107.9006 is the weighted average sales price. Prices for this transaction ranged from $107.43 to $108.22. 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.

F4: $108.9860 is the weighted average sales price. Prices for this transaction ranged from $108.61 to $109.49. 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.

F5: $108.4523 is the weighted average sales price. Prices for this transaction ranged from $108.28 to $108.58. 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.

F6: Represents the vesting (12,767) and payout (19,661) of the third tranche (1/3) of the market stock units (MSU) granted on March 9, 2015 at 154% payout factor and such payout includes 6,894 shares which were above the target number of shares originally reported.

F7: Represents the vesting (12,635) and payout (16,804) of the first tranche (1/3) of the market stock units (MSU) granted on March 9, 2017 at 133% payout factor and such payout includes 4,169 shares which were above the target number of shares originally reported.

F8: Represents the vesting (10,624) and payout (16,360) of the second tranche (1/3) of the market stock units (MSU) granted on March 10, 2016 at 154% payout factor and such payout includes 5,736 shares which were above the target number of shares originally reported.

F9: These shares are held in an irrevocable trust for the benefit of the reporting persons chidren. The reporting person is trustee of this trust.

F10: 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.

F11: These options were originally reported as covering 2,320,652 shares in total at an exercise price of $9.60 per share, but were adjusted to reflect the dividend by Motorola Solutions, Inc. ("MSI") of all outstanding shares of Motorola Mobility Holdings, Inc. to stockholders and the MSI 1-for-7 reverse stock split that occurred on January 4, 2011.

F12: These options vested in three installments beginning on July 31, 2009.

F13: 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).

F14: 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.

F15: Represents the vesting of performance based stock options granted to the reporting person on March 9, 2015 that were eligible to vest on the third anniversary date of the grant or March 9, 2018 based on the satisfaction of certain financial performance objectives. On March 9, 2018, the Company determined that, based on the Company's performance over the applicable performance period, 199,123 options would vest.