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)

C/O ZEBRA TECHNOLOGIES CORPORATION

475 HALF DAY ROAD, SUITE 500

(Street)

LINCOLNSHIRE

60069

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZEBRA TECHNOLOGIES Corp [ ZBRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2009

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								1,144	I	By 401(k)
Class A Common Stock	05/07/2009		A		2,991⁽⁵⁾	A	$0	12,261⁽¹⁾	D

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	$43.35							⁽⁴⁾	02/06/2016	Class A Common Stock	5,883		5,883	D
Employee Stock Option	$21.62							⁽²⁾	02/08/2012	Class A Common Stock	6,750		6,750	D
Employee Stock Option	$51.62							⁽³⁾	02/07/2015	Class A Common Stock	7,749		7,749	D
Employee Stock Option	$41.25							⁽⁶⁾	04/25/2017	Class A Common Stock	7,273		7,273	D
Employee Stock Option	$36.49							⁽⁷⁾	04/24/2018	Class A Common Stock	5,790		5,790	D
Stock Appreciation Right	$19.56	05/07/2009		A		8,009		⁽⁸⁾	05/07/2019	Class A Common Stock	8,009	$0	8,009	D

Explanation of Responses:

1. Includes 233 shares acquired by the reporting person on June 30, 2008, 234 shares acquired by the reporting person on September 30, 2008 and 28 shares acquired by the reporting person on December 31, 2008 pursuant to the registrant's employee stock purchase plan.

2. All such options vested on February 8, 2007.

3. Of the shares subject to such option, 1,162 vested on February 7, 2006, 1,356 vested on February 7, 2007, 1,549 vested on February 7, 2008, 1,744 vested on February 7, 2009 and 1,938 vest on February 7, 2010.

4. Of the shares subject to such option, 882 vested on February 6, 2007, 1,029 vested on February 6, 2008, 1,177 vested on February 6, 2009, 1,324 vest on February 6, 2010 and 1,471 vest on February 6, 2011.

5. Restricted shares that will vest on May 7, 2012.

6. Of the shares subject to such option, 1,818 vested on April 25, 2008, 1,818 vested on April 25, 2009, 1,818 vest on April 25, 2010 and 1,819 vest on April 25, 2011.

7. Of the shares subject to such option, 1,447 vested on April 24, 2009, 1,447 vest on April 24, 2010, 1,448 vest on April 24, 2011 and 1,448 vest on April 24, 2012.

8. This stock appreciation right vests with respect to 2,002 shares on May 7, 2010, 2,002 shares on May 7, 2011, 2,002 shares on May 7, 2012 and 2,003 shares on May 7, 2013.

	/s/ Todd R. Naughton	05/11/2009
	** 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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