Motorola Solutions, Inc. — Director's Dealing 2019

Sep 9, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Durban Egon (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-05	1.75% Convertible Senior Notes due 2024	$203.50	A		Acquired		Common Stock (4914000)	Indirect

Footnotes

F1: On September 5, 2019, SLA Maverick Holdings, L.P. ("Maverick") and certain of its affiliates entered into an Investment Agreement with Motorola Solutions, Inc. (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.

F2: SLA Maverick GP, L.L.C. ("Maverick GP") is the general partner of Maverick. Silver Lake Alpine Associates, L.P. ("SLAA") is the sole member of Maverick GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG" and collectively with Maverick, Maverick GP, SLAA and SLAA GP, "Silver Lake") is the managing member of SLAA GP. Mr. Egon Durban serves as a member of the board of directors of the Issuer and as a Managing Director of SLG.

F3: The initial Conversion Rate is equivalent to an initial conversion price of approximately $203.50 per share of Common Stock.

F4: 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.

F5: The 2024 Convertible Notes mature on September 15, 2024, subject to earlier repurchase or conversion in accordance with their terms.

F6: 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.