Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rothman Marc E
   2. Issuer Name and Ticker or Trading Symbol
Motorola Mobility Holdings, Inc [MMI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President and CFO
(Last)
(First)
(Middle)
MOTOROLA MOBILITY HOLDINGS, INC., 600 N US HIGHWAY 45		 3. Date of Earliest Transaction (Month/Day/Year)
05/22/2012
(Street)

LIBERTYVILLE, IL 60048		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Motorola Mobility Holdings, Inc. - Common Stock 05/22/2012   D   33,083 D $ 40 95,225 D  
Motorola Mobility Holdings, Inc. - Common Stock 05/22/2012   D   95,225 D $ 0 (1) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 36.95 05/22/2012   D     3,593   (2) 05/06/2018 Common Stock 3,593 $ 3.05 (2) 0 D  
Employee Stock Option (Right to Buy) $ 22.4 05/22/2012   D     6,873   (3) 05/07/2019 Common Stock 6,873 $ 17.6 (3) 0 D  
Employee Stock Option (Right to Buy) $ 24.75 05/22/2012   D     8,331   (4) 05/05/2020 Common Stock 8,331 $ 15.25 (4) 0 D  
Employee Stock Option (Right to Buy) $ 29.5 05/22/2012   D     76,500 04/28/2012(5) 01/28/2021 Common Stock 76,500 $ 10.41 (5) 0 D  
Employee Stock Option (Right to Buy) $ 29.5 05/22/2012   D     168,300   (6) 01/28/2021 Common Stock 168,300 (6) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rothman Marc E
MOTOROLA MOBILITY HOLDINGS, INC.
600 N US HIGHWAY 45
LIBERTYVILLE, IL 60048		       Senior Vice President and CFO  

Signatures

 Jennifer M. Lagunas on behalf of Marc E. Rothman, Senior Vice President and Chief Financial Officer (Power of Attorney on File)   05/24/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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 6,188 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, 2009, was cancelled in the merger in exchange for a cash payment of $10,958.65 representing the difference between the exercise price of the option and the $40.00 merger consideration ($3.05 per share).
(3) 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 $120,964.80 representing the difference between the exercise price of the option and the $40.00 merger consideration ($17.60 per share).
(4) This stock option, which provided for vesting in four equal annual installments beginning on May 5, 2011, was cancelled in the merger in exchange for a cash payment of $127,047.75 representing the difference between the exercise price of the option and the $40.00 merger consideration ($15.25 per share).
(5) This stock option which was fully vested on April 28, 2012 was cancelled in the merger in exchange for a cash payment of $796,365. 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.
(6) 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 10,937 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.

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