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