Home/Filings/4/0000899243-19-023147

4//SEC Filing

Silver Lake (Offshore) AIV GP IV, Ltd. 4

Accession 0000899243-19-023147

CIK 0000068505other

View on SEC.gov Company Profile

Filed

Sep 8, 8:00 PM ET

Accepted

Sep 9, 5:36 PM ET

Size

47.3 KB

Accession

0000899243-19-023147

Insider Transaction Report

Form 4

Period: 2019-09-05

Motorola Solutions, Inc.MSI

Silver Lake (Offshore) AIV GP IV, Ltd.

Director

Transactions

Sale
Common Stock
2019-09-09$175.75/sh−920,450$161,769,088→ 0 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 70 total
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise: $67.03→ Common Stock (7,459,300 underlying)
Disposition to Issuer
Common Stock
2019-09-05−571,410→ 920,450 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (1,491,860 underlying)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+1,491,860$99,999,376→ 1,491,860 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+7,459,300$499,996,879→ 7,459,300 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Disposition to Issuer
Common Stock
2019-09-05−2,857,050→ 4,602,250 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Other
Common Stock
2019-09-09−51,429→ 0 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Disposition to Issuer
2.0% Convertible Senior Notes due 2020
2019-09-05$525857709.00/sh(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (2,983,720 underlying)
Sale
Common Stock
2019-09-09$175.75/sh−4,550,821$799,806,791→ 51,429 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 0 total

Holdings

Common Stock
(indirect: See footnote)
27,516.376

SLP IV Mustang GP, L.L.C.

Director

Transactions

Disposition to Issuer
Common Stock
2019-09-05−2,857,050→ 4,602,250 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+1,491,860$99,999,376→ 1,491,860 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise: $67.03→ Common Stock (7,459,300 underlying)
Disposition to Issuer
2.0% Convertible Senior Notes due 2020
2019-09-05$525857709.00/sh(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (2,983,720 underlying)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+7,459,300$499,996,879→ 7,459,300 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Sale
Common Stock
2019-09-09$175.75/sh−920,450$161,769,088→ 0 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Disposition to Issuer
Common Stock
2019-09-05−571,410→ 920,450 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Other
Common Stock
2019-09-09−51,429→ 0 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 0 total
Gift
Common Stock
2019-09-09−11,429→ 70 total
Sale
Common Stock
2019-09-09$175.75/sh−4,550,821$799,806,791→ 51,429 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (1,491,860 underlying)

Holdings

Common Stock
(indirect: See footnote)
27,516.376

Silver Lake Technology Associates IV Cayman, L.P.

Director

Transactions

Disposition to Issuer
Common Stock
2019-09-05−2,857,050→ 4,602,250 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Other
Common Stock
2019-09-09−51,429→ 0 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Disposition to Issuer
Common Stock
2019-09-05−571,410→ 920,450 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise: $67.03→ Common Stock (7,459,300 underlying)
Disposition to Issuer
2.0% Convertible Senior Notes due 2020
2019-09-05$525857709.00/sh(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (2,983,720 underlying)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+7,459,300$499,996,879→ 7,459,300 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+1,491,860$99,999,376→ 1,491,860 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Sale
Common Stock
2019-09-09$175.75/sh−920,450$161,769,088→ 0 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 70 total
Sale
Common Stock
2019-09-09$175.75/sh−4,550,821$799,806,791→ 51,429 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 0 total
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (1,491,860 underlying)

Holdings

Common Stock
(indirect: See footnote)
27,516.376

SLP IV Mustang GP II, L.L.C.

Director

Transactions

Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+7,459,300$499,996,879→ 7,459,300 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Sale
Common Stock
2019-09-09$175.75/sh−4,550,821$799,806,791→ 51,429 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Disposition to Issuer
Common Stock
2019-09-05−571,410→ 920,450 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (1,491,860 underlying)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+1,491,860$99,999,376→ 1,491,860 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 0 total
Gift
Common Stock
2019-09-09−11,429→ 70 total
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise: $67.03→ Common Stock (7,459,300 underlying)
Sale
Common Stock
2019-09-09$175.75/sh−920,450$161,769,088→ 0 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Disposition to Issuer
Common Stock
2019-09-05−2,857,050→ 4,602,250 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Other
Common Stock
2019-09-09−51,429→ 0 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Disposition to Issuer
2.0% Convertible Senior Notes due 2020
2019-09-05$525857709.00/sh(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (2,983,720 underlying)

Holdings

Common Stock
(indirect: See footnote)
27,516.376

SLP IV Mustang Holdings, L.P.

Director

Transactions

Gift
Common Stock
2019-09-09−11,429→ 70 total
Disposition to Issuer
Common Stock
2019-09-05−2,857,050→ 4,602,250 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Other
Common Stock
2019-09-09−51,429→ 0 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+7,459,300$499,996,879→ 7,459,300 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Disposition to Issuer
Common Stock
2019-09-05−571,410→ 920,450 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Sale
Common Stock
2019-09-09$175.75/sh−920,450$161,769,088→ 0 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise: $67.03→ Common Stock (7,459,300 underlying)
Disposition to Issuer
2.0% Convertible Senior Notes due 2020
2019-09-05$525857709.00/sh(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (2,983,720 underlying)
Sale
Common Stock
2019-09-09$175.75/sh−4,550,821$799,806,791→ 51,429 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+1,491,860$99,999,376→ 1,491,860 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 0 total
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (1,491,860 underlying)

Holdings

Common Stock
(indirect: See footnote)
27,516.376

SLP IV Mustang Holdings II, L.P.

Director

Transactions

Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+1,491,860$99,999,376→ 1,491,860 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Disposition to Issuer
Common Stock
2019-09-05−571,410→ 920,450 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 70 total
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise: $67.03→ Common Stock (7,459,300 underlying)
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (1,491,860 underlying)
Sale
Common Stock
2019-09-09$175.75/sh−920,450$161,769,088→ 0 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Disposition to Issuer
2.0% Convertible Senior Notes due 2020
2019-09-05$525857709.00/sh(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (2,983,720 underlying)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+7,459,300$499,996,879→ 7,459,300 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Sale
Common Stock
2019-09-09$175.75/sh−4,550,821$799,806,791→ 51,429 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Other
Common Stock
2019-09-09−51,429→ 0 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 0 total
Disposition to Issuer
Common Stock
2019-09-05−2,857,050→ 4,602,250 total(indirect: Held through SLP IV Mustang Holdings, L.P.)

Holdings

Common Stock
(indirect: See footnote)
27,516.376

Durban Egon

Director

Transactions

Sale
Common Stock
2019-09-09$175.75/sh−4,550,821$799,806,791→ 51,429 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Disposition to Issuer
Common Stock
2019-09-05−571,410→ 920,450 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 0 total
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (1,491,860 underlying)
Other
Common Stock
2019-09-09−51,429→ 0 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+7,459,300$499,996,879→ 7,459,300 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Disposition to Issuer
Common Stock
2019-09-05−2,857,050→ 4,602,250 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+1,491,860$99,999,376→ 1,491,860 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Sale
Common Stock
2019-09-09$175.75/sh−920,450$161,769,088→ 0 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 70 total
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise: $67.03→ Common Stock (7,459,300 underlying)
Disposition to Issuer
2.0% Convertible Senior Notes due 2020
2019-09-05$525857709.00/sh(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (2,983,720 underlying)

Holdings

Common Stock
(indirect: See footnote)
27,516.376

Mondre Greg

Director

Transactions

Disposition to Issuer
Common Stock
2019-09-05−571,410→ 920,450 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Sale
Common Stock
2019-09-09$175.75/sh−920,450$161,769,088→ 0 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Other
Common Stock
2019-09-09−51,429→ 0 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Gift
Common Stock
2019-09-09−11,429→ 70 total
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise: $67.03→ Common Stock (7,459,300 underlying)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+7,459,300$499,996,879→ 7,459,300 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Disposition to Issuer
Common Stock
2019-09-05−2,857,050→ 4,602,250 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Sale
Common Stock
2019-09-09$175.75/sh−4,550,821$799,806,791→ 51,429 total(indirect: Held through SLP IV Mustang Holdings, L.P.)
Exercise/Conversion
Common Stock
2019-09-05$67.03/sh+1,491,860$99,999,376→ 1,491,860 total(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise/Conversion
2.0% Convertible Senior Notes due 2020
2019-09-05(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (1,491,860 underlying)
Gift
Common Stock
2019-09-09−11,429→ 0 total
Disposition to Issuer
2.0% Convertible Senior Notes due 2020
2019-09-05$525857709.00/sh(indirect: Held through SLP IV Mustang Holdings II, L.P.)
Exercise: $67.03→ Common Stock (2,983,720 underlying)

Holdings

Common Stock
(indirect: See footnote)
27,516.376

Footnotes (13)

[F1]This Form 4 is filed on behalf of SLP IV Mustang Holdings, L.P. ("Mustang I"), SLP IV Mustang Holdings II, L.P. ("Mustang II"), SLP IV Mustang GP, L.L.C. ("Mustang LLC I"), SLP IV Mustang GP II, L.L.C. ("Mustang LLC II"), Silver Lake Technology Associates IV Cayman, L.P. ("SLTA"), Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP" and collectively with Mustang I, Mustang II, Mustang LLC I, Mustang LLC II, and SLTA, "Silver Lake") and Messrs. Egon Durban and Gregory Mondre. Mustang LLC I is the general partner of Mustang I. Mustang LLC II is the general partner of Mustang II. SLTA is the sole member of each of Mustang LLC I and Mustang LLC II. AIV GP is the general partner of SLTA. Messrs. Durban and Mondre serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer") and as directors of AIV GP. Each of Mustang I, Mustang II, Mustang LLC I, Mustang LLC II, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.
[F10]On September 5, 2019, Mustang II and the Issuer entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $200,000,000 principal amount of 2020 Convertible Notes from Mustang II for cash consideration of $525,857,709. The number of shares of common stock of the Issuer ("Common Stock") underlying the $200,000,000 principal amount of 2020 Convertible Notes sold to the Issuer was approximately 2,983,720, based on the current conversion rate of 14.9186 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2020 Convertible Notes, as calculated pursuant to the terms of the 2020 Notes Indenture.
[F11]Represents shares of Common Stock owned directly by Mr. Durban following the immediate donation of shares of Common Stock as described above in footnote (6).
[F12]Represents shares of Common Stock owned directly by Mr. Mondre following the immediate donation of shares of Common Stock as described above in footnote (6).
[F13]Represents deferred stock units (including deferred stock units received pursuant to dividend equivalent rights, credited when and as dividends are paid on the Issuer's common stock) awarded as director compensation and held by Mr. Durban and Mr. Mondre for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Pursuant to arrangements with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Messrs. Durban and Mondre, through their respective roles at Silver Lake and its affiliates, may be deemed to have an indirect interest in such securities.
[F2]On September 5, 2019, Mustang I and Mustang II delivered a conversion notice with respect to $500,000,000 and $100,000,000 principal amount of the Issuer's 2.0% Convertible Senior Notes due 2020 (the "2020 Convertible Notes"), respectively, and pursuant to the terms of the 2020 Notes Indenture (defined below), the Issuer is satisfying its obligations with respect to the conversion of the 2020 Convertible Notes (the "Conversion Obligation") in part in cash and in part in common stock of the Issuer ("Common Stock"), delivering $1,000 cash for each $1,000 principal amount in notes, and the remainder of the conversion obligation in Common Stock. In lieu of receiving the 2,857,050 and 571,410 shares of Common Stock underlying the 2020 Convertible Notes converted by each of Mustang I and Mustang II, respectively, Mustang I and Mustang II received $500,000,000 and $100,000,000 in cash, respectively, pursuant to the calculations set forth in the 2020 Notes Indenture.
[F3]Represents the approximate conversion price of the 2020 Convertible Notes, based on the conversion rates calculated pursuant to the Indenture, dated as of August 25, 2015 (the "2020 Notes Indenture"), by and between the Issuer and the Bank of New York Mellon Trust Company, N.A., as trustee.
[F4]Mustang I and Mustang II sold 4,550,821 and 920,450 shares of Common Stock, respectively, in an underwritten resale. The proceeds per share, before expenses, to the selling stockholders was $175.75.
[F5]Represents distributions by Mustang I and certain of its affiliates of shares of Common Stock to certain direct and indirect partners of Mustang I for the sole purpose of charitable giving.
[F6]Represents charitable donations of shares of Common Stock immediately following the receipt by each of Mr. Durban and Mr. Mondre of such shares in connection with the distributions of Issuer securities reported above. The receipt of such shares of Common Stock by Messrs. Durban and Mondre was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
[F7]Pursuant to the terms of an investment agreement, dated as of August 4, 2015, the 2020 Convertible Notes became convertible by Mustang I and Mustang II on August 4, 2017, subject to certain exceptions.
[F8]The 2020 Convertible Notes mature on September 1, 2020, subject to earlier repurchase or conversion in accordance with their terms.
[F9]This number represents the number of shares of Common Stock issuable upon conversion of the 2020 Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through the delivery of shares of Common Stock and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2020 Convertible Notes, based on the current conversion rate of 14.9186 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2020 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 the 2020 Notes Indenture.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Motorola Solutions, Inc.

CIK 0000068505

→

Entity typeother

Related Parties

filerCIK 0001607376

Filing Metadata

Form type: 4
Filed: Sep 8, 8:00 PM ET
Accepted: Sep 9, 5:36 PM ET
Size: 47.3 KB

View on SEC.gov