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^*

GAGNIER HUGH K

(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)
	SVP, AIT

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2016

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								39,988	D
Class A Common Stock	05/12/2016		A		6,846⁽¹⁾	A	$51.42	46,834	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	$41.57							⁽²⁾	05/05/2021	Class A Common Stock	4,687		4,687	D
Stock Appreciation Right	$38.79							⁽³⁾	04/30/2022	Class A Common Stock	15,572		15,572	D
Stock Appreciation Right	$46.07							⁽⁴⁾	05/03/2023	Class A Common Stock	9,775		9,775	D
Stock Appreciation Right	$74.72							⁽⁵⁾	05/08/2024	Class A Common Stock	5,458		5,458	D
Stock Appreciation Right	$108.2							⁽⁶⁾	05/15/2025	Class A Common Stock	4,619		4,619	D
Stock Appreciation Right	$51.42	05/12/2016		A		8,854		⁽⁷⁾	05/12/2026	Class A Common Stock	8,854	$0.00	8,854	D

Explanation of Responses:

1. Restricted shares that will vest on May 12, 2019.

2. Of the stock appreciation right shares subject to this SAR, 3,129 shares vested on each of May 5, 2012, May 5, 2013, May 5, 2014 and May 5, 2015.

3. Of the stock appreciation right shares subject to this SAR, 3,893 shares vested on each of April 20, 2013, April 20, 2014 and April 20, 2015 and 3,893 shares vest on April 20, 2016.

4. Of the stock appreciation right shares subject to this SAR, 2,443 shares vested on May 3, 2014, 2,444 shares vested on May 3, 2015, 2,444 shares vest on May 3, 2016 and 2,444 shares vest on May 3, 2017.

5. Of the stock appreciation right shares subject to this SAR, 1,364 shares vest on May 8, 2016, 1,365 shares vest on May 8, 2017, 1,365 shares vest on May 8, 2018.

6. Of the stock appreciation right shares subject to this SAR, 1,154 shares vest on May 15, 2016, 1,155 shares vest on May 15, 2017, 1,155 shares vest on May 15, 2018 and 1,155 shares vest on May 15, 2019.

7. Of the stock appreciation right shares subject to this SAR, 2,213 shares will vest on May 12, 2017, 2,213 shares will vest on May 12, 2018, 2,214 shares will vest on May 12, 2019 and 2,214 shares will vest on May 12, 2020.

Remarks:

	/s/ Jim L Kaput, Attorney-in-fact	05/16/2016
	** 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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