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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kogl Cristen L

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2024

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								12,603	D
Class A Common Stock	05/02/2024		A		2,913⁽¹⁾	A	$309.05	15,516	D
Class A Common Stock	05/06/2024		M		639	A	$98.87	16,155	D
Class A Common Stock	05/06/2024		F		284	D	$316.85	15,871	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	05/06/2024		M			930	⁽²⁾	05/11/2024	Class A Common Stock	930	$0	0	D
Stock Appreciation Right	$103.84							⁽³⁾	08/09/2024	Class A Common Stock	719		719	D
Stock Appreciation Right	$149.57							⁽⁴⁾	05/10/2025	Class A Common Stock	862		862	D
Stock Appreciation Right	$171.74							⁽⁵⁾	09/01/2025	Class A Common Stock	732		732	D
Stock Appreciation Right	$205.12							⁽⁶⁾	05/02/2026	Class A Common Stock	2,260		2,260	D
Stock Appreciation Right	$244.97							⁽⁷⁾	04/30/2027	Class A Common Stock	2,454		2,454	D

Explanation of Responses:

1. Of the restricted stock units subject to this award, 971 vest on May 2, 2025, 971 vest on May 2, 2026, and 971 vest on May 2, 2027.

2. Of the stock appreciation rights subject to this SAR, 310 vest on May 11, 2019, 310 vest on May 11, 2020 and 310 vest on May 11, 2021.

3. Of the stock appreciation rights subject to this SAR, 239 vest on August 9, 2019, 240 vest on August 9, 2020 and 240 vest on August 9, 2021.

4. Of the stock appreciation rights subject to this SAR, 215 vest on May 10, 2019, 215 vest on May 10, 2020, 216 vest on May 10, 2021 and 216 vest on May 10, 2022.

5. Of the stock appreciation rights subject to this SAR, 183 vest on September 1, 2019, 183 vest on September 1, 2020, 183 vest on September 1, 2021 and 183 vest on September 1, 2022.

6. Of the stock appreciation rights subject to this SAR, 565 vest on May 2, 2020, 565 vest on May 2, 2021, 565 vest on May 2, 2022 and 565 vest on May 2, 2023.

7. Of the stock appreciation rights subject to this SAR, 613 vest on April 30, 2021, 613 vest on April 30, 2022, 614 vest on April 30, 2023 and 614 vest on April 30, 2024.

Remarks:

	/s/ Derek Spychalski, Attorney-In-Fact	05/06/2024
	** 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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