Motorola Solutions, Inc. — Director's Dealing 2019

Sep 9, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Motorola Solutions, Inc. (MSI)
CIK: 0000068505
Period of Report: 2019-09-05

Reporting Person: Silver Lake Group, L.L.C. (Director)
Reporting Person: SLAA (GP), L.L.C. (Director)
Reporting Person: Silver Lake Alpine Associates, L.P. (Director)
Reporting Person: SLA Maverick GP, L.L.C. (Director)
Reporting Person: SLA Maverick Holdings, L.P. (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
1.75% Convertible Senior Notes due 2024	$203.50		Common Stock (4914000)		Indirect

Footnotes

F1: This Form 3 is filed on behalf of SLA Maverick Holdings, L.P. ("Maverick"), SLA Maverick GP, L.L.C. ("Maverick GP"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP") and Silver Lake Group, L.L.C. ("SLG" and collectively with Maverick, Maverick GP, SLAA and SLAA GP, "Silver Lake"). Maverick GP is the general partner of Maverick. SLAA is the sole member of Maverick GP. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP. Mr. Gregory Mondre and Mr. Egon Durban each serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer") and as Managing Directors of SLG. Each of Maverick, Maverick GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. Messrs. Durban and Mondre have previously filed a Form 3 for holdings and transactions in securities of the Issuer.

F2: On September 5, 2019, Maverick and certain of its affiliates entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which Maverick purchased $1 billion principal amount of the Issuer's 1.75% Convertible Senior Notes due 2024 (the "2024 Convertible Notes") issued under an indenture governing the 2024 Convertible Notes.

F3: In accordance with the Investment Agreement, Maverick is restricted from exercising the 2024 Convertible Notes prior to the earlier of (i) the second anniversary of the date of issuance, (ii) such time as there is no director on the board of directors of the Issuer affiliated with any of Silver Lake and its affiliates (subject to certain exceptions) and (iii) in connection with or following a change of control of the Issuer, in each case, provided for certain exceptions related to satisfying obligations related to pledged 2024 Convertible Notes.

F4: The 2024 Convertible Notes mature on September 15, 2024, subject to earlier repurchase or conversion in accordance with their terms.

F5: Upon conversion of the 2024 Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the 2024 Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 4.9140 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the 2024 Convertible Notes.

F6: The initial Conversion Rate is equivalent to an initial conversion price of approximately $203.50 per share of Common Stock.

F7: Maverick holds $1 billion principal amount of 2024 Convertible Notes.