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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 28.2 | 05/22/2012 | D | 15,516 | (2) | 05/06/2013 | Common Stock | 15,516 | $ 13.8 (2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 36.95 | 05/22/2012 | D | 4,581 | (3) | 05/06/2018 | Common Stock | 4,581 | $ 3.05 (3) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 22.4 | 05/22/2012 | D | 12,912 | (4) | 05/07/2019 | Common Stock | 12,912 | $ 17.6 (4) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 24.24 | 05/22/2012 | D | 4,090 | (5) | 06/12/2014 | Common Stock | 4,090 | $ 15.76 (5) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 24.75 | 05/22/2012 | D | 4,529 | (6) | 05/05/2020 | Common Stock | 4,529 | $ 15.25 (6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 29.59 | 05/22/2012 | D | 12,750 | 04/28/2012(7) | 01/28/2021 | Common Stock | 12,750 | $ 10.41 (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 29.59 | 05/22/2012 | D | 28,050 | (8) | 01/28/2021 | Common Stock | 28,050 | $ 0 (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROMAN GEOFFREY S MOTOROLA MOBILITY HOLDINGS, INC. 600 N. U.S. HIGHWAY 45 LIBERTYVILLE, IL 60048 |
SVP, Chief Technology Officer | |||
| Jennifer M Lagunas on behalf of Geoffrey S. Roman, Senior Vice President, Chief Technology Officer (Power of Attorney on File) | 05/24/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Restricted stock units converted pursuant to the merger agreement between the issuer and Google Inc. into restricted stock units with respect to 1,705 shares of Google Inc. Class A common stock. |
| (2) | This stock option, which provided for vesting in four equal annual installments beginning on May 6, 2004, was cancelled in the merger in exchange for a cash payment of $214,120.80 representing the difference between the exercise price of the option and the $40.00 merger consideration ($13.80 per share). |
| (3) | This stock option, which provided for vesting in four equal annual installments beginning on May 6, 2009, was cancelled in the merger in exchange for a cash payment of $13,972.05 representing the difference between the exercise price of the option and the $40.00 merger consideration ($3.05 per share). |
| (4) | This stock option, which provided for vesting in four equal annual installments beginning on May 7, 2010, was cancelled in the merger in exchange for a cash payment of $227,251.20 representing the difference between the exercise price of the option and the $40.00 merger consideration ($17.60 per share). |
| (5) | This stock option, which provided for vesting in two equal annual installments beginning on June 12, 2010, was cancelled in the merger in exchange for a cash payment of $64,458.40 representing the difference between the exercise price of the option and the $40.00 merger consideration ($15.76 per share). |
| (6) | This stock option, which provided for vesting in three equal annual installments beginning on May11, 2011, was cancelled in the merger in exchange for a cash payment of $69,067.25 representing the difference between the exercise price of the option and the $40.00 merger consideration ($15.25 per share). |
| (7) | This stock option which was fully vested on April 28, 2012 was cancelled in the merger in exchange for a cash payment of $132,727.50 representing the difference between the exercise price of the option and the $40.00 merger consideration ($10.41 per share). This stock option and the following stock option with an exercise price of $29.59 per share, were previously reported in the aggregate as a stock option which vested 25% on January 28, 2012 and in equal monthly installments for the 36 months thereafter. |
| (8) | This stock option which provides for vesting in 33 equal monthly installments beginning on May 28, 2012 through January 28, 2015 was converted by Google Inc. in the merger into an option to purchase 1,822 shares of Google Inc. Class A common stock at a stock option exercise price of $455.33 per share. This stock option and the preceding stock option with an exercise price of $29.59 per share, were previously reported in the aggregate as a stock option which vested 25% on January 28, 2012 and in equal monthly installments for the 36 months thereafter. |