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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
SLAA (GP), L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(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)
02/14/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1.75% Convertible Senior Notes due 2024(1) $200.63(2) 02/14/2024 S(3) $1,000,000,000 (4) (5) Common Stock 4,984,300(3)(6) $1,592,706,400(3) 0.00 I Held through SLA CM Maverick Holdings, L.P.((1)
1. Name and Address of Reporting Person*
SLAA (GP), L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SLA CM Maverick Holdings, L.P.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SLA CM GP, L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SL Alpine Aggregator GP, L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Silver Lake Alpine Associates, L.P.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Silver Lake Group, L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Durban Egon
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
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 NY 10001
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 is filed by SLA CM Maverick Holdings, L.P. ("SLA CM Maverick"), SLA CM GP, L.L.C. ("SLA CM GP"), SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP"), Silver Lake Group, L.L.C. ("SLG" and collectively with SLA CM Maverick, SLA CM GP, SLA CM LLC, SLAA and SLAA GP, "Silver Lake") and Messrs. Egon Durban and Gregory Mondre. SLA CM GP is the general partner of SLA CM Maverick. SLA CM LLC is the sole member of SLA CM GP. SLAA is the managing member of SLA CM LLC. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP. Messrs. Durban and Mondre serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer") and as managing members of SLG. Each of SLA CM Maverick, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.
2. Represents the approximate conversion price of the Issuer's 1.75% Convertible Senior Notes due 2024 (the "2024 Convertible Notes"), based on the conversion rates calculated pursuant to the indenture governing the 2024 Convertible Notes.
3. On February 14, 2024, SLA CM Maverick and the Issuer entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $1 billion principal amount of 2024 Convertible Notes from SLA CM Maverick for cash consideration of $1,592,706,400. The number of shares of common stock of the Issuer ("Common Stock") underlying the $1 billion principal amount of 2024 Convertible Notes sold to the Issuer was approximately 4,984,300, based on the current conversion rate of 4.9843 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes, as calculated pursuant to the terms of the indenture governing the 2024 Notes.
4. In accordance with an Investment Agreement with the Issuer, dated September 5, 2019, SLA CM Maverick was restricted from converting the 2024 Convertible Notes prior to September 5, 2021.
5. The 2024 Convertible Notes mature on September 15, 2024, subject to earlier repurchase or conversion in accordance with their terms.
6. This number represents the number of shares of Common Stock issuable upon conversion of the $1 billion principal amount of the 2024 Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the conversion rate of 4.9843 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes. The conversion rate was 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:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. This Form 4 represents an exit filing for the Reporting Persons other than Messrs. Durban and Mondre.
By: /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C., general partner of SLA CM Maverick Holdings, L.P. 02/16/2024
By: /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C. 02/16/2024
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SL Alpine Aggregator GP, L.L.C. 02/16/2024
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. 02/16/2024
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. 02/16/2024
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 02/16/2024
EGON DURBAN: /s/ Egon Durban 02/16/2024
GREG MONDRE: /s/ Greg Mondre 02/16/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Motorola Solutions (NYSE:MSI)
Historical Stock Chart
Von Mär 2024 bis Apr 2024 Click Here for more Motorola Solutions Charts.
Motorola Solutions (NYSE:MSI)
Historical Stock Chart
Von Apr 2023 bis Apr 2024 Click Here for more Motorola Solutions Charts.