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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) | $ 16.0582 (2) | 11/07/2005 | M | 25,146 (2) | 11/05/1999(4) | 11/05/2008 | Motorola, Inc. Common Stock | 25,146 (2) | $ 0 | 0 (2) | D | ||||
| Employee Stock Option (Right to Buy) | $ 8.9298 | 11/07/2005 | M | 25,146 | 11/05/2003(5) | 11/05/2012 | Motorola, Inc. Common Stock | 25,146 | $ 0 | 33,528 | D | ||||
| Employee Stock Option (Right to Buy) | $ 16.3028 (3) | 11/07/2005 | M | 83,820 (3) | 05/04/2005(6) | 05/04/2014 | Motorola, Inc. Common Stock | 83,820 (3) | $ 0 | 251,460 (3) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WARRIOR PADMASREE 1303 EAST ALGONQUIN ROAD SCHAUMBURG, IL 60196 |
Exec. VP, Chief Tech. Officer | |||
| Carol Forsyte on behalf of Padmasree Warrior, Executive Vice President, Chief Technology Officer, Motorola, Inc. (Power of Attorney on File) | 11/08/2005 | |
| **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) | Includes restricted stock units received pursuant to dividend equivalent rights which were credited to the reporting person when and as dividends were paid on Motorola common stock. |
| (2) | The number of shares subject to the option and the exercise price per share have been adjusted to reflect the distribution by Motorola, Inc. on December 2, 2004 of shares of Freescale Semiconductor, Inc. This option was previously reported as covering 22,500 shares at the time of grant at an option exercise price per share of $17.9467. |
| (3) | The number of shares subject to the option and the exercise price per share have been adjusted to reflect the distribution by Motorola, Inc. on December 2, 2004 of shares of Freescale Semiconductor, Inc. This option was previously reported as covering 300,000 shares at the time of grant at an option exercise price per share of $18.22. |
| (4) | This option vested in three equal annual installments beginning on November 5, 1999. |
| (5) | This option vests as follows: 8,382 shares on 11/05/03; 16,764 shares on 11/05/04; 25,146 shares on 11/05/05 and 33,528 shares on 11/05/06. |
| (6) | This option vests in four equal annual installments of 83,820 shares each beginning on May 4, 2005. |