Motorola Solutions, Inc. (MSI): ValueAct Capital Rapidly Selling Off Position

Page 9 of 15 SEC Filing

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CUSIP NO. 620076307 Page 9 of 17
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Item 3. Source and Amount of Funds or Other Consideration

Not applicable.

Item 4. Purpose of Transaction

On March 10, 2016, the Reporting Person and Credit Suisse Securities
(USA) LLC (“Credit Suisse”) entered into a Stock Sale Agreement (the “10b-5
Plan”), pursuant to which Credit Suisse will sell, for the account of the
Reporting Person, up to 2 million shares of the Issuer’s common stock. Sales
under the 10b-5 Plan can commence as early as March 11, 2016 and will
terminate no later than May 10, 2016 (the “Plan Period”) on the New York
Stock Exchange. The number of shares of common stock sold each day by Credit
Suisse during the Plan Period will be initially based upon the reported price
of the opening reported market transaction in the common stock, and may be
increased or decreased in connection with a corresponding decrease or
increase in the market price of such stock. ValueAct is selling these shares
as part of its standard ongoing process of portfolio management.

The forgoing paragraph supplements the information set forth in Item
4 of Reporting Person’s Schedule 13D dated March 2, 2016.

Item 5. Interest in Securities of the Issuer

(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.

As of the date hereof, ValueAct Master Fund is the beneficial owner
of 10,213,576 shares of Common Stock, representing approximately 5.9% of
the Issuer’s outstanding Common Stock (which shares may also be deemed to be
beneficially owned by VA Partners I).

ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings
and ValueAct Holdings GP may each be deemed the beneficial owner of an
aggregate of 10,213,576 shares of Common Stock, representing approximately
5.9% of the Issuer’s outstanding Common Stock.