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^*

NAUGHTON TODD R

(Last)

(First)

(Middle)

333 CORPORATE WOODS PARKWAY

(Street)

VERNON HILLS

60061

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZEBRA TECHNOLOGIES CORP/DE [ zbra ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2003

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)
Class A Common Stock	11/03/2003		M		2,700	A	$32.43	1,881⁽¹⁾⁽²⁾	D
Class A Common Stock	11/03/2003		M		4,142	A	$27.25	1,881	D
Class A Common Stock	11/03/2003		S		6,842	D	$59.63	1,881	D
Class A Common Stock	11/03/2003		S		393	D	$59.6	1,881	D
Class A Common Stock								578⁽²⁾⁽³⁾	I	By 401(k) Plan

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	$40.42							⁽⁴⁾	02/17/2010	Class A Common Stock	11,250		11,250	D
Employee Stock Option	$27.25	11/03/2003		M			4,142	⁽⁵⁾	02/14/2011	Class A Common Stock	12,750	$0	8,608	D
Employee Stock Option	$32.43	11/03/2003		M			2,700	⁽⁶⁾	02/08/2012	Class A Common Stock	18,000	$0	15,300	D

Explanation of Responses:

1. Includes shares of Class A Common Stock acquired under Zebra's employee stock plan during the second and third quarters of 2003.

2. Includes shares of Class A Common Stock received pursuant to the 3-for-2 stock split that occurred on August 21, 2003.

3. Includes shares of Class A Common Stock acquired during the second and third quarters of 2003.

4. Of such options, 1,688 vested on February 17, 2001, 1,968 vested on February 17, 2002, 2,250 vested on February 17, 2003, 2,530 vest on February 17, 2004 and 2,814 vest on February 17, 2005.

5. Of such options, 1,913 vested on February 14, 2002, 2,230 vested on February 14, 2003, 2,550 vest on February 14, 2004, 2,868 vest on February 14, 2005 and 3,189 vest on February 14, 2006.

6. Of such options, 2,700 vested on February 8, 2003, 3,150 vest on February 8, 2004, 3,600 vest on February 8, 2005, 4,050 vest on February 8, 2006 and 4,500 vest on February 8, 2007.

	Todd R. Naughton	11/04/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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