SLAA (GP), L.L.C. - 14 Feb 2024 Form 4 Insider Report for Motorola Solutions, Inc. (MSI)

Reporting relationship: Director
Issuer ticker: MSI
Reported as of: 14 Feb 2024
Net transaction value: -$1,000,000,000
SEC form: 4
Accepted by SEC: 16 Feb 2024, 17:59:23 UTC
Prior SEC filing: 31 Oct 2022
Next SEC filing: 20 Mar 2024
Source filing: View source filing
Reporting owner signature: By: /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C., general partner of SLA CM Maverick Holdings, L.P.

Key filing fact

SLAA (GP), L.L.C. filed Form 4 for Motorola Solutions, Inc. (MSI) on 16 Feb 2024.

Key facts

This page summarizes SLAA (GP), L.L.C.'s Form 4 filing for Motorola Solutions, Inc. (MSI).
1 reported transaction and 1 derivative row are listed below.
Accepted by SEC: 16 Feb 2024, 17:59.

Change

Previous filing in this sequence was filed on 31 Oct 2022.
Current net transaction value: -$1,000,000,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

MSI transaction Derivative

1.75% Convertible Senior Notes due 2024

Sale

Transaction value: $1,000,000,000
Shares
Change %
Price
Shares after: 0
Date: 14 Feb 2024
Ownership: Held through SLA CM Maverick Holdings, L.P.(
Underlying class: Common Stock
Underlying amount: 4,984,300
Exercise price: $200.63
Footnotes: F1, F2, F3, F4, F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

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.

Footnote F2

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.

Footnote F3

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.

Footnote F4

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.

Footnote F5

The 2024 Convertible Notes mature on September 15, 2024, subject to earlier repurchase or conversion in accordance with their terms.

Footnote F6

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.

SEC 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.