SEC Form 4 · accession 0001201232-19-000001
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, 2019
Accepted (ET)
Mar 12, 2019 · 5:28 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,F2 | Mar 8, 2019 | M | 13,392 | $0.00 | A | 91,016 | D | |
| Motorola Solutions, Inc. - Common StockF2 | Mar 8, 2019 | F | 4,734 | $138.85 | D | 86,282 | D | |
| Motorola Solutions, Inc. - Common StockF3,F2 | Mar 9, 2019 | M | 21,984 | $0.00 | A | 108,266 | D | |
| Motorola Solutions, Inc. - Common StockF2 | Mar 9, 2019 | F | 9,542 | $138.85 | D | 98,724 | D | |
| Motorola Solutions, Inc. - Common StockF4,F2 | Mar 10, 2019 | M | 21,248 | $0.00 | A | 119,972 | D | |
| Motorola Solutions, Inc. - Common StockF2 | Mar 10, 2019 | F | 9,222 | $138.85 | D | 110,750 | D | |
| Motorola Solutions, Inc. - Common Stock | holding | — | — | — | 2,220 | I | Held by wife | |
| Motorola Solutions, Inc. - Common StockF5 | holding | — | — | — | 81,000 | I | By Trust | |
| Motorola Solutions, Inc. - Common StockF6 | holding | — | — | — | 117,989 | I | By Trust | |
| Motorola Solutions, Inc. - Common Stock | holding | — | — | — | 38,245 | I | 2017 Grantor Retained Annuity Trust, reporting person is Trustee | |
| Motorola Solutions, Inc. - Common Stock | holding | — | — | — | 44,836 | I | 2018 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Stock UnitsF8,F7 | — | Mar 8, 2019 | M | 10,223 | D | — | — | Motorola Solutions, Inc. - Common Stock | 10,223 | 20,445 | D |
| Market Stock UnitsF8,F7 | — | Mar 9, 2019 | M | 12,635 | D | — | — | Motorola Solutions, Inc. - Common Stock | 12,635 | 12,635 | D |
| Market Stock UnitsF8,F7 | — | Mar 10, 2019 | M | 10,624 | D | — | — | Motorola Solutions, Inc. - Common Stock | 10,624 | 0 | D |
| Performance OptionF9 | $71.22 | Mar 10, 2019 | A | 307,765 | A | — | Mar 10, 2026 | Motorola Solutions, Inc. - Common Stock | 307,765 | 307,765 | D |
Explanation of responses
- F1Represents 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.
- F2Includes 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.
- F3Represents 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.
- F4Represents 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.
- F5These 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.
- F6These shares are held in an irrevocable trust for the benefit of the reporting persons chidren. The reporting person is trustee of this trust.
- F7Each 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.
- F8One 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.
- F9Represents 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.