X0306 4 2018-09-05 0 0000068505 Motorola Solutions, Inc. MSI 0001607376 Silver Lake (Offshore) AIV GP IV, Ltd. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001607377 Silver Lake Technology Associates IV Cayman, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001651389 SLP IV Mustang GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001651391 SLP IV Mustang GP II, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001651392 SLP IV Mustang Holdings, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001651394 SLP IV Mustang Holdings II, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001651403 Durban Egon C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001597296 Mondre Greg C/O SILVER LAKE 9 WEST 57TH STREET, 32ND FLOOR NEW YORK NY 10019 1 0 0 0 2.0% Convertible Senior Notes due 2020 67.45 2018-09-05 4 S 0 200000000.00 368855436.80 D Common Stock 2965040 300000000.00 I Held through SLP IV Mustang Holdings II, L.P. 2.0% Convertible Senior Notes due 2020 67.45 Common Stock 7412600 500000000.00 I Held through SLP IV Mustang Holdings, L.P. This Form 4 is filed on behalf of SLP IV Mustang Holdings, L.P. ("Mustang I"), SLP IV Mustang Holdings II, L.P. ("Mustang II"), SLP IV Mustang GP, L.L.C. ("Mustang LLC I"), SLP IV Mustang GP II, L.L.C. ("Mustang LLC II"), Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") and Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP" and collectively with Mustang I, Mustang II, Mustang LLC I, Mustang LLC II, and SLTA, "Silver Lake"). Mustang LLC I is the general partner of Mustang I. Mustang LLC II is the general partner of Mustang II. SLTA is the sole member of each of Mustang LLC I and Mustang LLC II. AIV GP is the general partner of SLTA. Mr. Gregory Mondre and Mr. Egon Durban serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer"). Each of Messrs. Durban and Mondre serves as a director of AIV GP. Each of Mustang I, Mustang II, Mustang LLC I, Mustang LLC II, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer. Represents the approximate conversion price of the Issuer's 2.0% Convertible Senior Notes due 2020 (the "Convertible Notes"), based on the conversion rates calculated pursuant to the Indenture, dated as of August 25, 2015 (the "Indenture"), by and between the Issuer and the Bank of New York Mellon Trust Company, N.A., as trustee. On September 5, 2018, Mustang II and the Issuer entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $200,000,000 principal amount of Convertible Notes from Mustang II for aggregate consideration of $368,855,436.80. The number of shares of common stock of the Issuer ("Common Stock") underlying the $200,000,000 principal amount of Convertible Notes sold to the Issuer was approximately 2,965,040, based on the current conversion rate of 14.8252 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes,, as calculated pursuant to the terms of the Indenture. Pursuant to the terms of an investment agreement, dated as of August 4, 2015, the Convertible Notes became convertible by Mustang I and Mustang II on August 4, 2017, subject to certain exceptions. The Convertible Notes mature on September 1, 2020, subject to earlier repurchase or conversion in accordance with their terms. Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through the delivery of shares of Common Stock and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes, based on the current conversion rate of 14.8252 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Indenture. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that each of the Reporting Owners are beneficial owners of all securities covered by this filing, and each Reporting Owner disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Owner's pecuniary interest therein, if any. By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV, Ltd. 2018-09-06 By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV, Ltd., general partner of Silver Lake Technology Associates IV Cayman, L.P. 2018-09-06 By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV, Ltd., general partner of Silver Lake Technology Associates IV Cayman, L.P., managing member of SLP IV Mustang GP, L.L.C. 2018-09-06 By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV, Ltd., general partner of Silver Lake Technology Associates IV Cayman, L.P., managing member of SLP IV Mustang GP II, L.L.C. 2018-09-06 By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV, Ltd., general partner of Silver Lake Technology Associates IV Cayman, L.P., managing member of SLP IV Mustang GP, L.L.C., general partner of SLP IV Mustang Holdings, L.P. 2018-09-06 By: /s/ Karen M. King, Director of Silver Lake (Offshore) AIV GP IV, Ltd., general partner of Silver Lake Technology Associates IV Cayman, L.P., managing member of SLP IV Mustang GP II, L.L.C., general partner of SLP IV Mustang Holdings II, L.P. 2018-09-06 EGON DURBAN: /s/ Egon Durban 2018-09-06 GREG MONDRE: /s/ Greg Mondre 2018-09-06