SEC Form 4 · accession 0001201232-18-000002
Motorola Solutions, Inc. · MSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory Q Brown
Officer — Chairman and CEO · Director
Period of report
Mar 8, 2018
Accepted (ET)
Mar 12, 2018 · 4:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000068505
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Motorola Solutions, Inc. - Common StockF1 | Mar 8, 2018 | M | 62,000 | $40.33 | A | 136,595 | D | |
| Motorola Solutions, Inc. - Common StockF2,F1 | Mar 8, 2018 | S | 23,800 | $108.4968 | D | 112,795 | D | |
| Motorola Solutions, Inc. - Common StockF3,F1 | Mar 8, 2018 | S | 38,200 | $107.9006 | D | 74,595 | D | |
| Motorola Solutions, Inc. - Common StockF1 | Mar 9, 2018 | M | 125,000 | $40.33 | A | 199,595 | D | |
| Motorola Solutions, Inc. - Common StockF4,F1 | Mar 9, 2018 | S | 121,200 | $108.986 | D | 78,395 | D | |
| Motorola Solutions, Inc. - Common StockF5,F1 | Mar 9, 2018 | S | 3,800 | $108.4523 | D | 74,595 | D | |
| Motorola Solutions, Inc. - Common StockF6,F1 | Mar 9, 2018 | M | 19,661 | $0.00 | A | 94,256 | D | |
| Motorola Solutions, Inc. - Common StockF1 | Mar 9, 2018 | F | 8,710 | $109.09 | D | 85,546 | D | |
| Motorola Solutions, Inc. - Common StockF7,F1 | Mar 9, 2018 | M | 16,804 | $0.00 | A | 102,350 | D | |
| Motorola Solutions, Inc. - Common StockF1 | Mar 9, 2018 | F | 7,445 | $109.09 | D | 94,905 | D | |
| Motorola Solutions, Inc. - Common StockF8,F1 | Mar 10, 2018 | M | 16,360 | $0.00 | A | 111,265 | D | |
| Motorola Solutions, Inc. - Common StockF1 | Mar 10, 2018 | F | 7,248 | $109.09 | D | 104,017 | D | |
| Motorola Solutions, Inc. - Common StockF9 | holding | — | — | — | 139,989 | I | By Trust | |
| Motorola Solutions, Inc. - Common StockF10 | holding | — | — | — | 81,000 | I | By Trust | |
| Motorola Solutions, Inc. - Common Stock | holding | — | — | — | 2,220 | I | Held by wife | |
| Motorola Solutions, Inc. - Common Stock | holding | — | — | — | 55,731 | I | 2017 Grantor Retained Annuity Trust, reporting person is Trustee |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option - Right to BuyF11,F12 | $40.33 | Mar 8, 2018 | M | 62,000 | D | — | Aug 27, 2018 | Motorola Solutions, Inc. - Common Stock | 62,000 | 288,000 | D |
| Market Stock UnitsF13,F14 | — | Mar 8, 2018 | A | 30,668 | A | — | — | Motorola Solutions, Inc. - Common Stock | 30,668 | 30,668 | D |
| Employee Stock Option - Right to BuyF11,F12 | $40.33 | Mar 9, 2018 | M | 125,000 | D | — | Aug 27, 2018 | Motorola Solutions, Inc. - Common Stock | 125,000 | 163,000 | D |
| Market Stock UnitsF14,F13 | — | Mar 9, 2018 | M | 12,767 | D | — | — | Motorola Solutions, Inc. - Common Stock | 12,767 | 0 | D |
| Market Stock UnitsF14,F13 | — | Mar 9, 2018 | M | 12,635 | D | — | — | Motorola Solutions, Inc. - Common Stock | 12,635 | 25,270 | D |
| Performance OptionF15 | $66.57 | Mar 9, 2018 | A | 199,123 | A | — | Mar 9, 2025 | Motorola Solutions, Inc. - Common Stock | 199,123 | 199,123 | D |
| Market Stock UnitsF14,F13 | — | Mar 10, 2018 | M | 10,624 | D | — | — | Motorola Solutions, Inc. - Common Stock | 10,624 | 10,624 | D |
Explanation of responses
- F1Includes shares acquired 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.
- F10These 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.
- F11These options were originally reported as covering 2,320,652 shares in total at an exercise price of $9.60 per share, but were adjusted to reflect the dividend by Motorola Solutions, Inc. ("MSI") of all outstanding shares of Motorola Mobility Holdings, Inc. to stockholders and the MSI 1-for-7 reverse stock split that occurred on January 4, 2011.
- F12These options vested in three installments beginning on July 31, 2009.
- F13Each 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).
- F14One 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.
- F15Represents the vesting of performance based stock options granted to the reporting person on March 9, 2015 that were eligible to vest on the third anniversary date of the grant or March 9, 2018 based on the satisfaction of certain financial performance objectives. On March 9, 2018, the Company determined that, based on the Company's performance over the applicable performance period, 199,123 options would vest.
- F2$108.4968 is the weighted average sales price. Prices for this transaction ranged from $108.23 to $109.03. 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.
- F3$107.9006 is the weighted average sales price. Prices for this transaction ranged from $107.43 to $108.22. 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.
- F4$108.9860 is the weighted average sales price. Prices for this transaction ranged from $108.61 to $109.49. 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$108.4523 is the weighted average sales price. Prices for this transaction ranged from $108.28 to $108.58. 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.
- F6Represents the vesting (12,767) and payout (19,661) of the third tranche (1/3) of the market stock units (MSU) granted on March 9, 2015 at 154% payout factor and such payout includes 6,894 shares which were above the target number of shares originally reported.
- F7Represents the vesting (12,635) and payout (16,804) of the first tranche (1/3) of the market stock units (MSU) granted on March 9, 2017 at 133% payout factor and such payout includes 4,169 shares which were above the target number of shares originally reported.
- F8Represents the vesting (10,624) and payout (16,360) of the second tranche (1/3) of the market stock units (MSU) granted on March 10, 2016 at 154% payout factor and such payout includes 5,736 shares which were above the target number of shares originally reported.
- F9These shares are held in an irrevocable trust for the benefit of the reporting persons chidren. The reporting person is trustee of this trust.