Motorola Solutions, Inc. — Director's Dealing 2019

Mar 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Motorola Solutions, Inc. (MSI)
CIK: 0000068505
Period of Report: 2019-03-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-08	Motorola Solutions, Inc. - Common Stock	M	13392	—	Acquired	91016.3414	Direct
2019-03-08	Motorola Solutions, Inc. - Common Stock	F	4734	$138.85	Disposed	86282.3414	Direct
2019-03-09	Motorola Solutions, Inc. - Common Stock	M	21984	—	Acquired	108266.3414	Direct
2019-03-09	Motorola Solutions, Inc. - Common Stock	F	9542	$138.85	Disposed	98724.3414	Direct
2019-03-10	Motorola Solutions, Inc. - Common Stock	M	21248	—	Acquired	119972.3414	Direct
2019-03-10	Motorola Solutions, Inc. - Common Stock	F	9222	$138.85	Disposed	110750.3414	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-08	Market Stock Units	$	M	10223	Disposed		Motorola Solutions, Inc. - Common Stock (10223)	Direct
2019-03-09	Market Stock Units	$	M	12635	Disposed		Motorola Solutions, Inc. - Common Stock (12635)	Direct
2019-03-10	Market Stock Units	$	M	10624	Disposed		Motorola Solutions, Inc. - Common Stock (10624)	Direct
2019-03-10	Performance Option	$71.22	A	307765	Acquired	2026-03-10	Motorola Solutions, Inc. - Common Stock (307765)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Motorola Solutions, Inc. - Common Stock	2220	Indirect
Motorola Solutions, Inc. - Common Stock	81000	Indirect
Motorola Solutions, Inc. - Common Stock	117989	Indirect
Motorola Solutions, Inc. - Common Stock	38245	Indirect
Motorola Solutions, Inc. - Common Stock	44836	Indirect

Footnotes

F1: Represents the vesting (10,223) and payout (13,392) of the first tranche (1/3) of the market stock units (MSU) granted on March 8, 2018 at 131% payout factor and such payment includes 3,169 shares which were above the target number of shares originally reported.

F2: Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan and 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 (12,635) and payout (21,984) of the second tranche (1/3) of the market stock units (MSU) granted on March 9, 2017 at 174% payout factor and such payment includes 9,349 shares which were above the target number of shares originally reported.

F4: Represents the vesting (10,624) and payout (21,248) of the third tranche (1/3) of the market stock units (MSU) granted on March 10, 2016 at 200% payout factor and such payment includes 10,624 shares which were above the target number of shares originally reported.

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

F7: 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). The target number of MSUs is reported in this Report.

F8: 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.

F9: Represents the vesting of performance based stock options granted to the reporting person on March 10, 2016 that were eligible to vest on the third anniversary date of the grant or March 10, 2019 based on the satisfaction of certain financial performance objectives. On March 10, 2019, the Company determined that, based on the Company's performance over the applicable performance period, 307,765 options would vest.