SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOLONEY DANIEL M

(Last)

(First)

(Middle)

MOTOROLA MOBILITY HOLDINGS, INC.

600 N. U.S. HIGHWAY 45

(Street)

LIBERTYVILLE

60048

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Motorola Mobility Holdings, Inc [ MMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Motorola Mobility Holdings, Inc. - Common Stock	05/22/2012		D		173,553	D	$40	98,975	D
Motorola Mobility Holdings, Inc. - Common Stock	05/22/2012		D		98,975	D	$0⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$27.84	05/22/2012		D			222,218	⁽²⁾	09/01/2020	Common Stock	222,218	$12.16⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$29.59	05/22/2012		D			82,875	04/28/2012⁽³⁾	01/28/2021	Common Stock	82,875	$10.41⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$29.59	05/22/2012		D			182,325	⁽⁴⁾	01/28/2021	Common Stock	182,325	⁽⁴⁾	0	D

Explanation of Responses:

1. Restricted stock units converted pursuant to the merger agreement between the issuer and Google Inc. into restricted stock units with respect to 6,432 shares of Google Inc. Class A common stock.

2. This stock option, which provided for vesting in three equal annual installments beginning on August 30, 2011, was cancelled in the merger in exchange for a cash payment of $2,702,170.88 representing the difference between the exercise price of the option and the $40.00 merger consideration ($12.16 per share).

3. This stock option which was fully vested on April 28, 2012 was cancelled in the merger in exchange for a cash payment of $862,728.75 representing the difference between the exercise price of the option and the $40.00 merger consideration ($10.41 per share). This stock option and the following stock option with an exercise price of $29.59 per share, were previously reported in the aggregate as a stock option which vested 25% on January 28, 2012 and in equal monthly installments for the 36 months thereafter.

4. This stock option which provides for vesting in 33 equal monthly installments beginning on May 28, 2012 through January 28, 2015 was converted by Google Inc.in the merger into an option to purchase 11,848 shares of Google Inc. Class A common stock at a stock option exercise price of $455.33 per share. This stock option and the preceding stock option with an exercise price of $29.59 per share, were previously reported in the aggregate as a stock option which vested 25% on January 28, 2012 and in equal monthly installments for the 36 months thereafter.

Remarks:

	Jennifer M. Lagunas on behalf of Daniel M. Moloney, President (Power of Attorney on File)	05/24/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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