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^*

Burns Bill

(Last)

(First)

(Middle)

C/O ZEBRA TECHNOLOGIES CORPORATION

3 OVERLOOK POINT

(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)
	Chief Product & Solutions

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2022

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								5,267	D
Class A Common Stock	02/03/2022		A		4,915⁽¹⁾	A	$0	10,238⁽²⁾	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)
Stock Appreciation Right	$98.87							⁽³⁾	05/11/2024	Class A Common Stock	7,709		7,709	D
Stock Appreciation Right	$149.57							⁽⁴⁾	05/10/2025	Class A Common Stock	5,463		5,463	D
Stock Appreciation Right	$205.12							⁽⁵⁾	05/02/2026	Class A Common Stock	4,364		4,364	D
Stock Appreciation Right	$244.97							⁽⁶⁾	04/30/2027	Class A Common Stock	3,901		3,901	D

Explanation of Responses:

1. Previously unreportable performance based restricted stock (PVRS) granted May 2, 2019 with a 3-year performance period ended December 31, 2021. Converted to restricted shares as of February 3, 2022 based on performance certification with May 2, 2022 vesting date.

2. Includes shares held in Zebra's Employee Stock Purchase Plan. [56 ESPP shares purchased in 2021.]

3. Of the stock appreciation rights subject to this SAR, 1,927 vest on May 11, 2018, 1,927 vest on May 11, 2019, 1,927 vest on May 11, 2020 and 1,928 vest on May 11, 2021.

4. Of the stock appreciation rights subject to this SAR, 1,365 vest on May 10, 2019, 1,366 vest on May 10, 2020, 1,366 vest on May 10, 2021 and 1,366 vest on May 10, 2022.

5. Of the stock appreciation rights subject to this SAR, 1,091 vest on May 2, 2020, 1,091 vest on May 2, 2021, 1,091 vest on May 2, 2022 and 1,091 vest on May 2, 2023.

6. Of the stock appreciation rights subject to this SAR, 975 vest on April 30, 2021, 975 vest on April 30, 2022, 975 vest on April 30, 2023 and 976 vest on April 30, 2024.

Remarks:

	/s/ Cristen Kogl, Attorney-In-Fact	02/07/2022
	** 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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