0000899243-19-023147.txt : 20190909 0000899243-19-023147.hdr.sgml : 20190909 20190909173658 ACCESSION NUMBER: 0000899243-19-023147 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190905 FILED AS OF DATE: 20190909 DATE AS OF CHANGE: 20190909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake (Offshore) AIV GP IV, Ltd. CENTRAL INDEX KEY: 0001607376 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07221 FILM NUMBER: 191083871 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Associates IV Cayman, L.P. CENTRAL INDEX KEY: 0001607377 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07221 FILM NUMBER: 191083872 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP IV Mustang GP, L.L.C. CENTRAL INDEX KEY: 0001651389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07221 FILM NUMBER: 191083873 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP IV Mustang GP II, L.L.C. CENTRAL INDEX KEY: 0001651391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07221 FILM NUMBER: 191083874 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP IV Mustang Holdings, L.P. CENTRAL INDEX KEY: 0001651392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07221 FILM NUMBER: 191083875 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP IV Mustang Holdings II, L.P. CENTRAL INDEX KEY: 0001651394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07221 FILM NUMBER: 191083876 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Durban Egon CENTRAL INDEX KEY: 0001651403 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07221 FILM NUMBER: 191083877 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mondre Greg CENTRAL INDEX KEY: 0001597296 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07221 FILM NUMBER: 191083878 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Motorola Solutions, Inc. CENTRAL INDEX KEY: 0000068505 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 361115800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 W. MONROE ST. CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 8475765000 MAIL ADDRESS: STREET 1: 500 W. MONROE ST. CITY: CHICAGO STATE: IL ZIP: 60661 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA DELAWARE INC DATE OF NAME CHANGE: 19760414 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-09-05 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, 55 HUDSON YARDS, 550 WEST 34TH STREET, 40TH FLOOR NEW YORK NY 10001 1 0 0 0 Common Stock 2019-09-05 4 M 0 7459300 67.03 A 7459300 I Held through SLP IV Mustang Holdings, L.P. Common Stock 2019-09-05 4 D 0 2857050 D 4602250 I Held through SLP IV Mustang Holdings, L.P. Common Stock 2019-09-09 4 S 0 4550821 175.75 D 51429 I Held through SLP IV Mustang Holdings, L.P. Common Stock 2019-09-09 4 J 0 51429 D 0 I Held through SLP IV Mustang Holdings, L.P. Common Stock 2019-09-05 4 M 0 1491860 67.03 A 1491860 I Held through SLP IV Mustang Holdings II, L.P. Common Stock 2019-09-05 4 D 0 571410 D 920450 I Held through SLP IV Mustang Holdings II, L.P. Common Stock 2019-09-09 4 S 0 920450 175.75 D 0 I Held through SLP IV Mustang Holdings II, L.P. Common Stock 2019-09-09 5 G 0 E 11429 0.00 D 0 D Common Stock 2019-09-09 5 G 0 E 11429 0.00 D 70 D Common Stock 27516.376 I See footnote 2.0% Convertible Senior Notes due 2020 67.03 2019-09-05 4 M 0 500000000.00 0.00 D Common Stock 7459300 0.00 I Held through SLP IV Mustang Holdings, L.P. 2.0% Convertible Senior Notes due 2020 67.03 2019-09-05 4 M 0 100000000.00 0.00 D Common Stock 1491860 200000000.00 I Held through SLP IV Mustang Holdings II, L.P. 2.0% Convertible Senior Notes due 2020 67.03 2019-09-05 4 D 0 200000000.00 525857709.00 D Common Stock 2983720 0.00 I Held through SLP IV Mustang Holdings II, 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"), 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. 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. 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. 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. 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. 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. 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. The 2020 Convertible Notes mature on September 1, 2020, subject to earlier repurchase or conversion in accordance with their terms. 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. 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. 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). 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). 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. 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. 2019-09-09 By: /s/ Egon Durban, Director of Silver Lake (Offshore) AIV GP IV, Ltd., general partner of Silver Lake Technology Associates IV Cayman, L.P. 2019-09-09 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. 2019-09-09 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. 2019-09-09 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. 2019-09-09 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. 2019-09-09 EGON DURBAN: /s/ Egon Durban 2019-09-09 GREG MONDRE: /s/ Greg Mondre 2019-09-09