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: BROWN GREGORY Q (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-08	Motorola Solutions, Inc. - Common Stock	F	24307.4100	$335.41	Disposed	84002.2653	Direct
2024-03-08	Motorola Solutions, Inc. - Common Stock	M	16147	—	Acquired	100149.2653	Direct
2024-03-08	Motorola Solutions, Inc. - Common Stock	F	6706.7930	$335.41	Disposed	93442.4723	Direct
2024-03-09	Motorola Solutions, Inc. - Common Stock	M	9114	—	Acquired	102556.4723	Direct
2024-03-09	Motorola Solutions, Inc. - Common Stock	F	4037.5020	$335.41	Disposed	98518.9703	Direct
2024-03-10	Motorola Solutions, Inc. - Common Stock	M	10503	—	Acquired	109021.9703	Direct
2024-03-10	Motorola Solutions, Inc. - Common Stock	F	4652.8300	$335.41	Disposed	104369.1403	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-08	Performance Options	$179.21	A	162748	Acquired	2031-03-08	Motorola Solutions, Inc. - Common Stock (162748)	Direct
2024-03-08	Market Stock Units	$	M	8872	Disposed		Motorola Solutions, Inc. - Common Stock (8872)	Direct
2024-03-09	Market Stock Units	$	M	7350	Disposed		Motorola Solutions, Inc. - Common Stock (7350)	Direct
2024-03-10	Market Stock Units	$	M	7049	Disposed		Motorola Solutions, Inc. - Common Stock (7049)	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	53180	Indirect
Motorola Solutions, Inc. - Common Stock	18313	Indirect
Motorola Solutions, Inc. - Common Stock	17214	Indirect
Motorola Solutions, Inc. - Common Stock	64102	Indirect
Motorola Solutions, Inc. - Common Stock	85435	Indirect

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

F3: Represents the vesting (8,872) and payout (16,147) 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 7,275 shares which were above the target number of shares originally reported.

F4: Represents the vesting (7,350) and payout (9,114) 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 1,764 shares which were above the target number of shares originally reported.

F5: Represents the vesting (7,049) and payout (10,503) 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 3,454 shares which were above the target number of shares originally reported.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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, 162,748 options would vest.

F11: 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.

F12: 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.