Motorola Solutions, Inc. — Director's Dealing 2024

Mar 12, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Motorola Solutions, Inc. (MSI)
CIK: 0000068505
Period of Report: 2024-03-08

Reporting Person: NAIK RAJAN (SVP, Strategy & Ventures)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-08	Motorola Solutions, Inc. - Common Stock	F	2636.5460	$335.41	Disposed	12148.3491	Direct
2024-03-08	Motorola Solutions, Inc. - Common Stock	M	1719	—	Acquired	13867.3491	Direct
2024-03-08	Motorola Solutions, Inc. - Common Stock	F	783.2260	$335.41	Disposed	13084.1231	Direct
2024-03-09	Motorola Solutions, Inc. - Common Stock	M	921	—	Acquired	14005.1231	Direct
2024-03-09	Motorola Solutions, Inc. - Common Stock	F	415.3720	$335.41	Disposed	13589.7511	Direct
2024-03-10	Motorola Solutions, Inc. - Common Stock	M	1135	—	Acquired	14724.7511	Direct
2024-03-10	Motorola Solutions, Inc. - Common Stock	F	511.8850	$335.41	Disposed	14212.8661	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-08	Performance Options	$179.21	A	17344	Acquired	2031-03-08	Motorola Solutions, Inc. - Common Stock (17344)	Direct
2024-03-08	Market Stock Units	$	M	945	Disposed		Motorola Solutions, Inc. - Common Stock (945)	Direct
2024-03-09	Market Stock Units	$	M	743	Disposed		Motorola Solutions, Inc. - Common Stock (743)	Direct
2024-03-10	Market Stock Units	$	M	762	Disposed		Motorola Solutions, Inc. - Common Stock (762)	Direct

Footnotes

F1: Represents the shares withheld by the Company to satisfy the tax withholding requirement upon settlement (on March 8, 2024 per the award terms) of performance stock units, which were determined to be earned on February 21, 2024 based on performance results for the applicable performance period, as previously reported on a Form 4 as of February 23, 2024.

F2: Represents the vesting (945) and payout (1,719) of the third tranche (1/3) of the market stock units (MSU) granted on March 8, 2021 at 182% payout factor and such payment includes 774 shares which were above the target number of shares originally reported.

F3: Represents the vesting (743) and payout (921) of the first tranche (1/3) of the market stock units (MSU) granted on March 9, 2023 at 124% payout factor and such payment includes 178 shares which were above the target number of shares originally reported.

F4: Represents the vesting (762) and payout (1,135) of the second tranche (1/3) of the market stock units (MSU) granted on March 10, 2022 at 149% payout factor and such payment includes 373 shares which were above the target number of shares originally reported.

F5: Represents the vesting of performance based stock options granted to the reporting person on March 8, 2021 that were eligible to vest on the third anniversary date of the grant or March 8, 2024 based on the satisfaction of certain financial performance objectives. On March 8, 2024, the Company determined that, based on the Company's performance over the applicable performance period, 17,344 options would vest.

F6: 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.

F7: 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.