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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Motorola Solutions, Inc. [ MSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Motorola Solutions, Inc. - Common Stock | 03/08/2024 | F | 2,636.546(1) | D | $335.41 | 12,148.3491 | D | |||
Motorola Solutions, Inc. - Common Stock | 03/08/2024 | M | 1,719(2) | A | $0 | 13,867.3491 | D | |||
Motorola Solutions, Inc. - Common Stock | 03/08/2024 | F | 783.226 | D | $335.41 | 13,084.1231 | D | |||
Motorola Solutions, Inc. - Common Stock | 03/09/2024 | M | 921(3) | A | $0 | 14,005.1231 | D | |||
Motorola Solutions, Inc. - Common Stock | 03/09/2024 | F | 415.372 | D | $335.41 | 13,589.7511 | D | |||
Motorola Solutions, Inc. - Common Stock | 03/10/2024 | M | 1,135(4) | A | $0 | 14,724.7511 | D | |||
Motorola Solutions, Inc. - Common Stock | 03/10/2024 | F | 511.885 | D | $335.41 | 14,212.8661 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Performance Options | $179.21 | 03/08/2024 | A | 17,344 | (5) | 03/08/2031 | Motorola Solutions, Inc. - Common Stock | 17,344 | $0 | 17,344 | D | ||||
Market Stock Units | (6) | 03/08/2024 | M | 945(7) | (7) | (7) | Motorola Solutions, Inc. - Common Stock | 945 | $0 | 0 | D | ||||
Market Stock Units | (6) | 03/09/2024 | M | 743(7) | (7) | (7) | Motorola Solutions, Inc. - Common Stock | 743 | $0 | 1,484 | D | ||||
Market Stock Units | (6) | 03/10/2024 | M | 762(7) | (7) | (7) | Motorola Solutions, Inc. - Common Stock | 762 | $0 | 762 | D |
Explanation of Responses: |
1. Represents the shares withheld by the Company to satisfy the tax withholding requirement upon settlement (on March 8, 2024 per the award terms) of performance stock units, which were determined to be earned on February 21, 2024 based on performance results for the applicable performance period, as previously reported on a Form 4 as of February 23, 2024. |
2. Represents the vesting (945) and payout (1,719) of the third tranche (1/3) of the market stock units (MSU) granted on March 8, 2021 at 182% payout factor and such payment includes 774 shares which were above the target number of shares originally reported. |
3. Represents the vesting (743) and payout (921) of the first tranche (1/3) of the market stock units (MSU) granted on March 9, 2023 at 124% payout factor and such payment includes 178 shares which were above the target number of shares originally reported. |
4. Represents the vesting (762) and payout (1,135) of the second tranche (1/3) of the market stock units (MSU) granted on March 10, 2022 at 149% payout factor and such payment includes 373 shares which were above the target number of shares originally reported. |
5. Represents the vesting of performance based stock options granted to the reporting person on March 8, 2021 that were eligible to vest on the third anniversary date of the grant or March 8, 2024 based on the satisfaction of certain financial performance objectives. On March 8, 2024, the Company determined that, based on the Company's performance over the applicable performance period, 17,344 options would vest. |
6. Each market stock unit ("MSU") converts into shares of common stock on a 1-for-1 basis but the number of MSUs earned varies from 0% to 200% of the target number of MSUs based on the average of the closing price of the Company's common stock on the date of grant and the thirty calendar days immediately preceding the date of grant (referred to as Share Price on Date of Grant) as compared to the closing share price of the Company's common stock on the vesting date and the thirty calendar days immediately preceding the vesting date (referred to as Share Price on Vesting Date). The target number of MSUs is reported in this Report. |
7. One third of the MSU award will vest on each of the first, second and third anniversaries of the date of grant and will be converted into shares of common stock based on a payout factor, provided that the MSUs will only vest if the Share Price on the Vesting Date equals at least 60% of the Share Price on the Date of Grant. |
Alejandro Dieguez, on behalf of Rajan S. Naik, Senior Vice President, Strategy & Ventures (Power of Attorney on File) | 03/12/2024 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |