3//SEC Filing
SL Alpine Aggregator GP, L.L.C. 3
Accession 0000899243-19-026487
CIK 0000068505other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 4:51 PM ET
Size
12.3 KB
Accession
0000899243-19-026487
Insider Transaction Report
Form 3
SLA CM Maverick Holdings, L.P.
Director
Holdings
- (indirect: Held through SLA CM Maverick Holdings, L.P.)
1.75% Convertible Senior Notes due 2024
Exercise: $203.50→ Common Stock (4,914,000 underlying)
SLA CM GP, L.L.C.
Director
Holdings
- (indirect: Held through SLA CM Maverick Holdings, L.P.)
1.75% Convertible Senior Notes due 2024
Exercise: $203.50→ Common Stock (4,914,000 underlying)
SL Alpine Aggregator GP, L.L.C.
Director
Holdings
- (indirect: Held through SLA CM Maverick Holdings, L.P.)
1.75% Convertible Senior Notes due 2024
Exercise: $203.50→ Common Stock (4,914,000 underlying)
Footnotes (6)
- [F1]The aggregate amount of 1.75% Convertible Senior Notes due 2024 ("2024 Convertible Notes") held by Silver Lake Group, L.L.C. and/or its affiliates has not changed since the date of original acquisition, and is not changing now. This Form 3 is filed by SLA CM Maverick Holdings, L.P. ("SLA CM Maverick"), SLA CM GP, L.L.C. ("SLA CM GP") and SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake Alpine Associates, L.P. ("SLA Funds"). In connection with such internal reorganization, the previous direct holder of these 2024 Convertible Notes, SLA Maverick Holdings, L.P., made an in-kind distribution of 2024 Convertible Notes to SLA CM Maverick. Such transfer did not otherwise represent any change in pecuniary interest of any of the SLA Funds or their affiliates.
- [F2]SLA CM GP is the general partner of SLA CM Maverick. SLA CM LLC is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("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 SLA CM Maverick, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.
- [F3]In accordance with an Investment Agreement with the Issuer, dated September 5, 2019, SLA CM 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.
- [F4]The 2024 Convertible Notes mature on September 15, 2024, subject to earlier repurchase or conversion in accordance with their terms.
- [F5]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 $1 billion principal amount 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 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 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.
- [F6]The Conversion Rate is equivalent to a conversion price of approximately $203.50 per share of Common Stock.
Documents
Issuer
Motorola Solutions, Inc.
CIK 0000068505
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001790765
Filing Metadata
- Form type
- 3
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 4:51 PM ET
- Size
- 12.3 KB