Edgar Filing: OFFER DAVID SCOTT

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

OFFER DAVID SCOTT

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)
SVP, General Counsel

(Last)

(First)

(Middle)

600 N. U.S. HIGHWAY 45

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2011

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Motorola Mobility Holdings, Inc. Common Stock	10/31/2011		M		775	A	$ 26.2	48,887	D
Motorola Mobility Holdings, Inc. Common Stock	10/31/2011		M		1,952	A	$ 36.95	50,839	D
Motorola Mobility Holdings, Inc. Common Stock	10/31/2011		M		17,355	A	$ 16.25	68,194	D
Motorola Mobility Holdings, Inc. Common Stock	10/31/2011		M		6,560	A	$ 22.4	74,754	D
Motorola Mobility Holdings, Inc. Common Stock	10/31/2011		M		7,153	A	$ 24.24	81,907	D
Motorola Mobility Holdings, Inc. Common Stock	10/31/2011		M		2,655	A	$ 24.75	84,562	D
Motorola Mobility Holdings, Inc. Common Stock	10/31/2011		S		36,450	D	$ 38.9303 ⁽¹⁾	48,112	D
Motorola Mobility Holdings, Inc. Common Stock	10/31/2011		S		4,795	D	$ 38.9273 ⁽²⁾	43,816 ⁽³⁾	D

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)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 26.2

10/31/2011

775

⁽⁴⁾

05/06/2013

Motorola Mobility Holdings, Inc. Common Stock

775

$ 0

Employee Stock Option (right to buy)

$ 36.95

10/31/2011

1,952

⁽⁵⁾

05/06/2018

Motorola Mobility Holdings, Inc. Common Stock

1,952

$ 0

651

Employee Stock Option (right to buy)

$ 16.25

10/31/2011

17,355

⁽⁶⁾

01/21/2014

Motorola Mobility Holdings, Inc. Common Stock

17,355

$ 0

Employee Stock Option (right to buy)

$ 22.4

10/31/2011

6,560

⁽⁷⁾

05/07/2019

Motorola Mobility Holdings, Inc. Common Stock

6,560

$ 0

6,560

Employee Stock Option (right to buy)

$ 24.24

10/31/2011

7,153

⁽⁸⁾

06/12/2014

Motorola Mobility Holdings, Inc. Common Stock

7,153

$ 0

Employee Stock Option (right to buy)

$ 24.75

10/31/2011

2,655

⁽⁹⁾

05/05/2015

Motorola Mobility Holdings, Inc. Common Stock

2,655

$ 0

5,311

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OFFER DAVID SCOTT 600 N. U.S. HIGHWAY 45 LIBERTYVILLE, IL 60048			SVP, General Counsel

Signatures

Jennifer M. Lagunas, on behalf of D. Scott Offer, Senior Vice President, General Counsel, Motorola Mobiltiy Holdings, Inc. (Power of Attorney on File)		11/01/2011
^**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)	$ 38.9303 is the weighted average sales price. Prices for this transaction ranged from $38.88 to $38.95. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, full information regarding the number of shares sold at each separate sales price.
(2)	$ 38.9273 is the weighted average sales price. Prices for this transaction ranged from $38.88 to $38.96. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, full information regarding the number of shares sold at each separate sales price.
(3)	Includes shares acquired under the Motorola Mobility Employee Stock Purchase Plan.
(4)	This stock option was exercisable in four equal annual installments beginning on May 6, 2004.
(5)	This stock option, representing a right to purchase a total of 2,603 shares, is exercisable in four equal annual installments beginning on May 6, 2009.
(6)	This stock option was exercisable in two equal annual installments on January 21, 2010 and January 21, 2011.
(7)	This stock option, representing a right to purchase a total of 13,120 shares, is exercisable in four equal annual installments beginning on May 7, 2010.
(8)	This stock option was exercisable in two equal annual installments on June 12, 2010 and June 12, 2011.
(9)	This stock option, representing a right to purchase a total of 7,966 shares, is exercisable in three equal annual installments beginning on May 5, 2011.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.