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^*

Mondre Greg

(Last)

(First)

(Middle)

C/O SILVER LAKE, 55 HUDSON YARDS,

550 WEST 34TH STREET, 40TH FLOOR

(Street)

NEW YORK

10001

(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)

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)

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)
1.75% Convertible Senior Notes due 2024⁽¹⁾⁽²⁾	$203.5⁽³⁾	09/05/2019		A⁽¹⁾⁽²⁾		$1,000,000,000		⁽⁴⁾	⁽⁵⁾	Common Stock	4,914,000⁽⁶⁾	$1,000,000,000	$1,000,000,000	I	Held through SLA Maverick Holdings, L.P.⁽¹⁾⁽²⁾

Explanation of Responses:

1. On September 5, 2019, SLA Maverick Holdings, L.P. ("Maverick") and certain of its affiliates entered into an Investment Agreement with Motorola Solutions, Inc. (the "Issuer") (the "Investment Agreement"), pursuant to which Maverick purchased $1 billion principal amount of the Issuer's 1.75% Convertible Senior Notes due 2024 (the "2024 Convertible Notes") issued under an indenture governing the 2024 Convertible Notes.

2. SLA Maverick GP, L.L.C. ("Maverick GP") is the general partner of Maverick. Silver Lake Alpine Associates, L.P. ("SLAA") is the sole member of Maverick GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG" and collectively with Maverick, Maverick GP, SLAA and SLAA GP, "Silver Lake") is the managing member of SLAA GP. Mr. Gregory Mondre serves as a member of the board of directors of the Issuer and as a Managing Director of SLG.

3. The initial Conversion Rate is equivalent to an initial conversion price of approximately $203.50 per share of Common Stock.

4. In accordance with the Investment Agreement, Maverick is restricted from exercising the 2024 Convertible Notes prior to the earlier of (i) the second anniversary of the date of issuance, (ii) such time as there is no director on the board of directors of the Issuer affiliated with any of Silver Lake and its affiliates (subject to certain exceptions) and (iii) in connection with or following a change of control of the Issuer, in each case, provided for certain exceptions related to satisfying obligations related to pledged 2024 Convertible Notes.

5. The 2024 Convertible Notes mature on September 15, 2024, subject to earlier repurchase or conversion in accordance with their terms.

6. Upon conversion of the 2024 Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the 2024 Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 4.9140 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the 2024 Convertible Notes.

Remarks:

This filing shall not be deemed an admission that the Reporting Person is the beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and the Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein.

	/s/ Greg Mondre	09/09/2019
	** Signature of Reporting Person	Date
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