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^*

BROWN GREGORY Q

(Last)

(First)

(Middle)

MOTOROLA SOLUTIONS, INC.

500 WEST MONROE ST.

(Street)

CHICAGO

60661

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Motorola Solutions, Inc. [ MSI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2022

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 Solutions, Inc. - Common Stock	03/03/2022		M⁽¹⁾		81,731	A	$51.33	158,415.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	03/03/2022		S⁽¹⁾		8,253	D	$223.3689⁽³⁾	150,162.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	03/03/2022		S⁽¹⁾		23,686	D	$222.6012⁽⁴⁾	126,476.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	03/03/2022		S⁽¹⁾		39,342	D	$221.5107⁽⁵⁾	87,134.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	03/03/2022		S⁽¹⁾		10,450	D	$220.7745⁽⁶⁾	76,684.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	03/04/2022		M⁽¹⁾		100,000	A	$68.5	176,684.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	03/04/2022		S⁽¹⁾		42,957	D	$222.7661⁽⁷⁾	133,727.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	03/04/2022		S⁽¹⁾		29,069	D	$221.8839⁽⁸⁾	104,658.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	03/04/2022		S⁽¹⁾		5,800	D	$220.947⁽⁹⁾	98,858.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	03/04/2022		S⁽¹⁾		10,957	D	$219.8713⁽¹⁰⁾	87,901.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	03/04/2022		S⁽¹⁾		10,792	D	$218.5699⁽¹¹⁾	77,109.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	03/04/2022		S⁽¹⁾		425	D	$217.6053⁽¹²⁾	76,684.4095⁽²⁾	D
Motorola Solutions, Inc. - Common Stock								2,220	I	Held by wife
Motorola Solutions, Inc. - Common Stock								81,000⁽¹³⁾	I	By Trust
Motorola Solutions, Inc. - Common Stock								78,780⁽¹⁴⁾	I	By Trust
Motorola Solutions, Inc. - Common Stock								30,373⁽¹⁵⁾	I	By Trust
Motorola Solutions, Inc. - Common Stock								28,172⁽¹⁶⁾	I	By Trust
Motorola Solutions, Inc. - Common Stock								59,694	I	2020-1 Grantor Retained Annuity Trust, reporting person is the Trustee
Motorola Solutions, Inc. - Common Stock								13,557	I	2020-6 Grantor Retained Annuity Trust, reporting person is the Trustee
Motorola Solutions, Inc. - Common Stock								28,817	I	2020-7 Grantor Retained Annuity Trust, reporting person is the Trustee
Motorola Solutions, Inc. - Common Stock								94,663	I	2021 Grantor Retained Annuity Trust, reporting person is the Trustee

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	$51.33	03/03/2022		M⁽¹⁾			81,731	⁽¹⁷⁾	05/02/2022	Motorola Solutions, Inc. - Common Stock	81,731	$0	0	D
Performance Contingent Stock Option - Right to Buy	$68.5	03/04/2022		M⁽¹⁾			100,000	⁽¹⁸⁾	08/25/2022	Motorola Solutions, Inc. - Common Stock	100,000	$0	687,498	D

Explanation of Responses:

1. The exercise and sale of options reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 14, 2021.

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

3. $223.3689 is the weighted average sales price. Prices for this transaction ranged from $223.02 to $223.99. 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.

4. $222.6012 is the weighted average sales price. Prices for this transaction ranged from $222.03 to $222.96. 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.

5. $221.5107 is the weighted average sales price. Prices for this transaction ranged from $221.06 to $221.983. 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.

6. $220.7745 is the weighted average sales price. Prices for this transaction ranged from $220.17 to $220.97. 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.

7. $222.7661 is the weighted average sales price. Prices for this transaction ranged from $222.34 to $223.305. 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.

8. $221.8839 is the weighted average sales price. Prices for this transaction ranged from $221.37 to $222.31. 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.

9. $220.9470 is the weighted average sales price. Prices for this transaction ranged from $220.095 to $221.06. 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.

10. $219.8713 is the weighted average sales price. Prices for this transaction ranged from $219.36 to $220.04. 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.

11. $218.5699 is the weighted average sales price. Prices for this transaction ranged from $217.92 to $218.85. 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.

12. $217.6053 is the weighted average sales price. Prices for this transaction ranged from $217.56 to $217.81. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. These options vested in one installment on May 2, 2015.

18. These Performance Contingent Stock Options ("PCSOs") vested upon the attainment of each stock price hurdle as follows: 20% vested when the Company closing stock price was $85.00 for ten consecutive trading days (which was met on June 30, 2017); 30% vested when the Company closing stock price was $102.50 for ten consecutive trading days (which was met on February 28, 2018); and 50% vested when the Company closing stock price was $120.00 for ten consecutive trading days (which was met on July 24, 2018). The PCSOs became exercisable on the third anniversary of the date of grant.

	Kristin L. Kruska, on behalf of Gregory Q. Brown, Chairman and Chief Executive Officer (Power of Attorney on File)	03/07/2022
	** Signature of Reporting Person	Date
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