Motorola Solutions, Inc. — Director's Dealing 2022

Mar 9, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Motorola Solutions, Inc. (MSI)
CIK: 0000068505
Period of Report: 2022-03-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-07	Motorola Solutions, Inc. - Common Stock	F	14104	$216.51	Disposed	72874.4095	Direct
2022-03-07	Motorola Solutions, Inc. - Common Stock	M	100000	$68.50	Acquired	172874.4095	Direct
2022-03-07	Motorola Solutions, Inc. - Common Stock	S	1619	$222.2385	Disposed	171255.4095	Direct
2022-03-07	Motorola Solutions, Inc. - Common Stock	S	2753	$219.8714	Disposed	168502.4095	Direct
2022-03-07	Motorola Solutions, Inc. - Common Stock	S	35721	$219.0584	Disposed	132781.4095	Direct
2022-03-07	Motorola Solutions, Inc. - Common Stock	S	18817	$218.1613	Disposed	113964.4095	Direct
2022-03-07	Motorola Solutions, Inc. - Common Stock	S	23766	$216.9684	Disposed	90198.4095	Direct
2022-03-07	Motorola Solutions, Inc. - Common Stock	S	17324	$216.5015	Disposed	72874.4095	Direct
2022-03-08	Motorola Solutions, Inc. - Common Stock	M	10825	—	Acquired	83699.4095	Direct
2022-03-08	Motorola Solutions, Inc. - Common Stock	F	4796	$214.13	Disposed	78903.4095	Direct
2022-03-08	Motorola Solutions, Inc. - Common Stock	M	18269	$68.50	Acquired	97172.4095	Direct
2022-03-08	Motorola Solutions, Inc. - Common Stock	S	6176	$216.3324	Disposed	90996.4095	Direct
2022-03-08	Motorola Solutions, Inc. - Common Stock	S	9477	$215.5891	Disposed	81519.4095	Direct
2022-03-08	Motorola Solutions, Inc. - Common Stock	S	2030	$214.4455	Disposed	79489.4095	Direct
2022-03-08	Motorola Solutions, Inc. - Common Stock	S	586	$213.6759	Disposed	78903.4095	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-07	Performance Contingent Stock Options - Right to Buy	$68.50	M	100000	Disposed	2022-08-25	Motorola Solutions, Inc. - Common Stock (100000)	Direct
2022-03-08	Market Stock Units	$	M	8873	Disposed		Motorola Solutions, Inc. - Common Stock (8873)	Direct
2022-03-08	Performance Contingent Stock Options - Right to Buy	$68.50	M	18269	Disposed	2022-08-25	Motorola Solutions, Inc. - Common Stock (18269)	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	78780	Indirect
Motorola Solutions, Inc. - Common Stock	30373	Indirect
Motorola Solutions, Inc. - Common Stock	28172	Indirect
Motorola Solutions, Inc. - Common Stock	59694	Indirect
Motorola Solutions, Inc. - Common Stock	13557	Indirect
Motorola Solutions, Inc. - Common Stock	18523	Indirect
Motorola Solutions, Inc. - Common Stock	94663	Indirect

Footnotes

F1: Represents the shares withheld by the Company to satisfy the tax withholding requirement upon settlement (on March 7, 2022 per the award terms) of performance stock units, which were determined to be earned on February 15, 2022 based on performance results for the applicable performance period, as previously reported on a Form 4 as of February 17, 2022.

F2: Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan and through the reinvestment of dividends.

F3: The exercise and sale of options reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 14, 2021.

F4: $222.2385 is the weighted average sales price. Prices for this transaction ranged from $221.63 to $222.43. 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: $219.8714 is the weighted average sales price. Prices for this transaction ranged from $219.56 to $220.52. 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: $219.0584 is the weighted average sales price. Prices for this transaction ranged from $218.55 to $219.535. 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.

F7: $218.1613 is the weighted average sales price. Prices for this transaction ranged from $217.57 to $218.54. 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.

F8: $216.9684 is the weighted average sales price. Prices for this transaction ranged from $216.56 to $217.54. 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.

F9: $216.5015 is the weighted average sales price. Prices for this transaction ranged from $216.27 to $216.555. 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.

F10: Represents the vesting (8,873) and payout (10,825) of the first tranche (1/3) of the market stock units ("MSUs") granted on March 8, 2021 at 122% payout factor and such payment includes 1,952 shares which were above the target number of shares originally reported.

F11: $216.3324 is the weighted average sales price. Prices for this transaction ranged from $215.95 to $216.93. 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.

F12: $215.5891 is the weighted average sales price. Prices for this transaction ranged from $214.93 to $215.91. 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.

F13: $214.4455 is the weighted average sales price. Prices for this transaction ranged from $213.915 to $214.875. 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.

F14: $213.6759 is the weighted average sales price. Prices for this transaction ranged from $213.37 to $213.8925. 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.

F15: 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.

F16: These shares are held in a family trust for the benefit of the reporting person's children. The reporting person's child is trustee of this trust.

F17: These shares are held in a non-exempt gift trust for the benefit of the reporting person's child. The reporting person's wife is trustee of this trust.

F18: These shares are held in a non-exempt gift trust for the benefit of the reporting person's child. The reporting person's wife is trustee of this trust.

F19: These Performance Contingent Stock Options ("PCSOs") vested upon the attainment of each stock price hurdle as follows: 20% vested when the Company closing stock price was $85.00 for ten consecutive trading days (which was met on June 30, 2017); 30% vested when the Company closing stock price was $102.50 for ten consecutive trading days (which was met on February 28, 2018); and 50% vested when the Company closing stock price was $120.00 for ten consecutive trading days (which was met on July 24, 2018). The PCSOs became exercisable on the third anniversary of the date of grant.

F20: 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.

F21: 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 MSU will only vest if the Share Price on the Vesting Date equals at least 60% of the Share Price on the Date of Grant.