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*
Silver Lake (Offshore) AIV GP IV, Ltd.

(Last) (First) (Middle)
C/O SILVER LAKE,
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock(1) 09/05/2019 M(2) 7,459,300(2) A $67.03(3) 7,459,300(2) I Held through SLP IV Mustang Holdings, L.P.(1)
Common Stock(1) 09/05/2019 D(2) 2,857,050(2) D (2) 4,602,250 I Held through SLP IV Mustang Holdings, L.P.(1)
Common Stock(1) 09/09/2019 S(4) 4,550,821 D $175.75(4) 51,429 I Held through SLP IV Mustang Holdings, L.P.(1)
Common Stock(1) 09/09/2019 J(5) 51,429 D (5) 0 I Held through SLP IV Mustang Holdings, L.P.(1)
Common Stock(1) 09/05/2019 M(2) 1,491,860(2) A $67.03(3) 1,491,860(2) I Held through SLP IV Mustang Holdings II, L.P.(1)
Common Stock(1) 09/05/2019 D(2) 571,410(2) D (2) 920,450 I Held through SLP IV Mustang Holdings II, L.P.(1)
Common Stock(1) 09/09/2019 S(4) 920,450 D $175.75(4) 0 I Held through SLP IV Mustang Holdings II, L.P.(1)
Common Stock(1) 09/09/2019 G(6) V 11,429 D $0.00 0(11) D(11)
Common Stock(1) 09/09/2019 G(6) V 11,429 D $0.00 70(12) D(12)
Common Stock(1) 27,516.376 I See footnote(13)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2.0% Convertible Senior Notes due 2020(1) $67.03(3) 09/05/2019 M(2) $500,000,000 (7) (8) Common Stock 7,459,300(2)(9) $0.00 $0.00 I Held through SLP IV Mustang Holdings, L.P.(1)
2.0% Convertible Senior Notes due 2020(1) $67.03(3) 09/05/2019 M(2) $100,000,000 (7) (8) Common Stock 1,491,860(2)(9) $0.00 $200,000,000 I Held through SLP IV Mustang Holdings II, L.P.(1)
2.0% Convertible Senior Notes due 2020(1) $67.03(3) 09/05/2019 D(10) $200,000,000 (7) (8) Common Stock 2,983,720(9)(10) $525,857,709(10) $0.00 I Held through SLP IV Mustang Holdings II, L.P.(1)
1. Name and Address of Reporting Person*
Silver Lake (Offshore) AIV GP IV, Ltd.

(Last) (First) (Middle)
C/O SILVER LAKE,
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silver Lake Technology Associates IV Cayman, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLP IV Mustang GP, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLP IV Mustang GP II, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLP IV Mustang Holdings, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLP IV Mustang Holdings II, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Durban Egon

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mondre Greg

(Last) (First) (Middle)
C/O SILVER LAKE, 55 HUDSON YARDS,
550 WEST 34TH STREET, 40TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
Explanation of Responses:
1. 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"), 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") and Messrs. Egon Durban and Gregory Mondre. 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. Messrs. Durban and Mondre serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer") and as directors 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.
2. On September 5, 2019, Mustang I and Mustang II delivered a conversion notice with respect to $500,000,000 and $100,000,000 principal amount of the Issuer's 2.0% Convertible Senior Notes due 2020 (the "2020 Convertible Notes"), respectively, and pursuant to the terms of the 2020 Notes Indenture (defined below), the Issuer is satisfying its obligations with respect to the conversion of the 2020 Convertible Notes (the "Conversion Obligation") in part in cash and in part in common stock of the Issuer ("Common Stock"), delivering $1,000 cash for each $1,000 principal amount in notes, and the remainder of the conversion obligation in Common Stock. In lieu of receiving the 2,857,050 and 571,410 shares of Common Stock underlying the 2020 Convertible Notes converted by each of Mustang I and Mustang II, respectively, Mustang I and Mustang II received $500,000,000 and $100,000,000 in cash, respectively, pursuant to the calculations set forth in the 2020 Notes Indenture.
3. Represents the approximate conversion price of the 2020 Convertible Notes, based on the conversion rates calculated pursuant to the Indenture, dated as of August 25, 2015 (the "2020 Notes Indenture"), by and between the Issuer and the Bank of New York Mellon Trust Company, N.A., as trustee.
4. Mustang I and Mustang II sold 4,550,821 and 920,450 shares of Common Stock, respectively, in an underwritten resale. The proceeds per share, before expenses, to the selling stockholders was $175.75.
5. Represents distributions by Mustang I and certain of its affiliates of shares of Common Stock to certain direct and indirect partners of Mustang I for the sole purpose of charitable giving.
6. Represents charitable donations of shares of Common Stock immediately following the receipt by each of Mr. Durban and Mr. Mondre of such shares in connection with the distributions of Issuer securities reported above. The receipt of such shares of Common Stock by Messrs. Durban and Mondre was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
7. Pursuant to the terms of an investment agreement, dated as of August 4, 2015, the 2020 Convertible Notes became convertible by Mustang I and Mustang II on August 4, 2017, subject to certain exceptions.
8. The 2020 Convertible Notes mature on September 1, 2020, subject to earlier repurchase or conversion in accordance with their terms.
9. This number represents the number of shares of Common Stock issuable upon conversion of the 2020 Convertible Notes if the Issuer were to elect 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 2020 Convertible Notes, based on the current conversion rate of 14.9186 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2020 Convertible Notes. The conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the 2020 Notes Indenture.
10. On September 5, 2019, Mustang II and the Issuer entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $200,000,000 principal amount of 2020 Convertible Notes from Mustang II for cash consideration of $525,857,709. The number of shares of common stock of the Issuer ("Common Stock") underlying the $200,000,000 principal amount of 2020 Convertible Notes sold to the Issuer was approximately 2,983,720, based on the current conversion rate of 14.9186 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2020 Convertible Notes, as calculated pursuant to the terms of the 2020 Notes Indenture.
11. Represents shares of Common Stock owned directly by Mr. Durban following the immediate donation of shares of Common Stock as described above in footnote (6).
12. Represents shares of Common Stock owned directly by Mr. Mondre following the immediate donation of shares of Common Stock as described above in footnote (6).
13. Represents deferred stock units (including deferred stock units received pursuant to dividend equivalent rights, credited when and as dividends are paid on the Issuer's common stock) awarded as director compensation and held by Mr. Durban and Mr. Mondre for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Pursuant to arrangements with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Messrs. Durban and Mondre, through their respective roles at Silver Lake and its affiliates, may be deemed to have an indirect interest in such securities.
Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. This Form 4 represents an exit filing for the Reporting Persons other than Messrs. Durban and Mondre.
By: /s/ Egon Durban, Director of Silver Lake (Offshore) AIV GP IV, Ltd. 09/09/2019
By: /s/ Egon Durban, Director of Silver Lake (Offshore) AIV GP IV, Ltd., general partner of Silver Lake Technology Associates IV Cayman, L.P. 09/09/2019
By: /s/ Egon Durban, 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. 09/09/2019
By: /s/ Egon Durban, 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. 09/09/2019
By: /s/ Egon Durban, 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. 09/09/2019
By: /s/ Egon Durban, 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. 09/09/2019
EGON DURBAN: /s/ Egon Durban 09/09/2019
GREG MONDRE: /s/ Greg Mondre 09/09/2019
** Signature of Reporting Person Date
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