FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Silver Lake Group, L.L.C.

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/5/2019 

3. Issuer Name and Ticker or Trading Symbol

Motorola Solutions, Inc. [MSI]

(Last)        (First)        (Middle)

C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                          _____ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)

(Street)

MENLO PARK, CA 94025      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
1.75% Convertible Senior Notes due 2024 (1)(2) (3) (4)Common Stock 4914000 (5)$203.50 (6)I Held through SLA Maverick Holdings, L.P. (7)

Explanation of Responses:
(1) This Form 3 is filed on behalf of SLA Maverick Holdings, L.P. ("Maverick"), SLA Maverick GP, L.L.C. ("Maverick GP"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP") and Silver Lake Group, L.L.C. ("SLG" and collectively with Maverick, Maverick GP, SLAA and SLAA GP, "Silver Lake"). Maverick GP is the general partner of Maverick. SLAA is the sole member of Maverick GP. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP. Mr. Gregory Mondre and Mr. Egon Durban each serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer") and as Managing Directors of SLG. Each of Maverick, Maverick GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. Messrs. Durban and Mondre have previously filed a Form 3 for holdings and transactions in securities of the Issuer.
(2) On September 5, 2019, Maverick and certain of its affiliates entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which Maverick purchased $1 billion principal amount of the Issuer's 1.75% Convertible Senior Notes due 2024 (the "2024 Convertible Notes") issued under an indenture governing the 2024 Convertible Notes.
(3) In accordance with the Investment Agreement, Maverick is restricted from exercising the 2024 Convertible Notes prior to the earlier of (i) the second anniversary of the date of issuance, (ii) such time as there is no director on the board of directors of the Issuer affiliated with any of Silver Lake and its affiliates (subject to certain exceptions) and (iii) in connection with or following a change of control of the Issuer, in each case, provided for certain exceptions related to satisfying obligations related to pledged 2024 Convertible Notes.
(4) The 2024 Convertible Notes mature on September 15, 2024, subject to earlier repurchase or conversion in accordance with their terms.
(5) Upon conversion of the 2024 Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the 2024 Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 4.9140 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes. The initial conversion rate is 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.
(6) The initial Conversion Rate is equivalent to an initial conversion price of approximately $203.50 per share of Common Stock.
(7) Maverick holds $1 billion principal amount of 2024 Convertible Notes.

Remarks:
The Reporting Persons are jointly filing this Form 3 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Silver Lake Group, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


SLAA (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


Silver Lake Alpine Associates, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


SLA Maverick GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


SLA Maverick Holdings, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X



Signatures
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.9/9/2019
**Signature of Reporting PersonDate

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.9/9/2019
**Signature of Reporting PersonDate

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.9/9/2019
**Signature of Reporting PersonDate

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., sole member of SLA Maverick GP, L.L.C.9/9/2019
**Signature of Reporting PersonDate

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., gp of Silver Lake Alpine Associates, L.P., sole member of SLA Maverick GP, L.L.C., gp of SLA Maverick Holdings, L.P.9/9/2019
**Signature of Reporting PersonDate

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