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^*

BROWN GREGORY Q

(Last)

(First)

(Middle)

MOTOROLA SOLUTIONS, INC.

500 WEST MONROE

(Street)

CHICAGO

60661

(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
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2021

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)
Motorola Solutions, Inc. - Common Stock	02/04/2021		M⁽¹⁾		12,606	A	$38.04	58,182.2816⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	02/04/2021		S⁽¹⁾		12,606	D	$182.525⁽³⁾	45,576.2816⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	02/04/2021		M⁽¹⁾		17,387	A	$38.04	62,963.2816⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	02/04/2021		D		3,628⁽⁴⁾	D	$182.33	59,335.2816⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	02/04/2021		S⁽¹⁾		13,759	D	$182.5002⁽⁵⁾	45,576.2816⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	02/05/2021		M⁽¹⁾		3,600	A	$38.04	49,176.2816⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	02/05/2021		S⁽¹⁾		3,600	D	$182.9246⁽⁶⁾	45,576.2816⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	02/05/2021		M⁽¹⁾		2,909	A	$38.04	48,485.2816⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	02/05/2021		D		609⁽⁷⁾	D	$181.89	47,876.2816⁽²⁾	D
Motorola Solutions, Inc. - Common Stock	02/05/2021		S⁽¹⁾		2,300	D	$182.9626⁽⁸⁾	45,576.2816⁽²⁾	D
Motorola Solutions, Inc. - Common Stock								2,220	I	Held by wife
Motorola Solutions, Inc. - Common Stock								81,000⁽⁹⁾	I	By Trust
Motorola Solutions, Inc. - Common Stock								78,780⁽¹⁰⁾	I	By Trust
Motorola Solutions, Inc. - Common Stock								24,719⁽¹¹⁾	I	By Trust
Motorola Solutions, Inc. - Common Stock								22,517⁽¹²⁾	I	By Trust
Motorola Solutions, Inc. - Common Stock								41,489	I	2019 Grantor Retained Annuity Trust, reporting person is the Trustee
Motorola Solutions, Inc. - Common Stock								104,597	I	2020 Grantor Retained Annuity Trust, reporting person is the Trustee
Motorola Solutions, Inc. - Common Stock								28,817	I	2021 Grantor Retained Annuity Trust, reporting person is the Trustee

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 - (Right to Buy)	$38.04	02/04/2021		M⁽¹⁾			12,606	⁽¹³⁾	02/22/2021	Motorola Solutions, Inc. - Common Stock	12,606	$0	35,883	D
Stock Appreciation Right	$38.04	02/04/2021		M⁽¹⁾			17,387	⁽¹³⁾	02/22/2021	Motorola Solutions, Inc. - Common Stock	17,387	$0	454,011	D
Employee Stock Option (Right to Buy)	$38.04	02/05/2021		M⁽¹⁾			3,600	⁽¹³⁾	02/22/2021	Motorola Solutions, Inc. - Common Stock	3,600	$0	32,283	D
Stock Appreciation Right	$38.04	02/05/2021		M⁽¹⁾			2,909	⁽¹³⁾	02/22/2021	Motorola Solutions, Inc. - Common Stock	2,909	$0	451,102	D

Explanation of Responses:

1. The exercise of these options and stock appreciation rights and sale of shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2020.

2. Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan and through the reinvestment of dividends.

3. $182.5250 is the weighted average sales price. Prices for this transaction ranged from $182.50 to 182.74. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. This represents the difference between the number of SARs exercised (17,387) and the number of shares issued as a result of the exercise (13,759). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date the SAR is exercised ($182.33) and the base price ($38.04).

5. $182.5002 is the weighted average sales price. Prices for this transaction ranged from $182.50 to 182.51. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

6. $182.9246 is the weighted average sales price. Prices for this transaction ranged from $182.50 to $183.29. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

7. This represents the difference between the number of SARs exercised (2,909) and the number of shares issued as a result of the exercise (2,300). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date the SAR is exercised ($181.89) and the base price ($38.04).

8. $182.9626 is the weighted average sales price. Prices for this transaction ranged from 182.63 to $183.30. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

9. These shares are held in an irrevocable trust for the benefit of the reporting person's wife and children. The reporting person's wife is trustee of this trust.

10. These shares are held in a family trust for the benefit of the reporting person's children. The reporting person is trustee of this trust.

11. These shares are held in a non-exempt gift trust for the benefit of the reporting person's child. The reporting person's wife is trustee of this trust.

12. These shares are held in a non-exempt gift trust for the benefit of the reporting person's child. The reporting person's wife is trustee of this trust.

13. These options and stock appreciation rights vested in three equal annual installments beginning on February 22, 2012.

	Kristin L. Kruska, on behalf of Gregory Q. Brown, Chairman and Chief Executive Officer (Power of Attorney on File)	02/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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