| FORM
4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934
or Section 30(h) of the Investment Company Act of
1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
See
Instruction 1(b).
|
1. Name and Address of Reporting Person
*
| C/O ZEBRA TECHNOLOGIES CORPORATION |
| 3 OVERLOOK POINT |
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
ZEBRA TECHNOLOGIES CORP
[
ZBRA
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chief Financial Officer |
|
3. Date of Earliest Transaction
(Month/Day/Year)
11/12/2015
|
4. If Amendment, Date of 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 |
|
| 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 |
|
Class A Common Stock
|
|
|
|
|
|
|
|
36,118
|
D
|
|
|
Class A Common Stock
|
11/12/2015 |
|
P |
|
1,400
|
A
|
$
73.26
|
37,518
|
D
|
|
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 Securities Underlying Derivative Security (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: 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 |
|
Stock Appreciation Right
|
$
19.56
|
|
|
|
|
|
|
|
05/07/2019 |
Class A Common Stock
|
29,122
|
|
29,122
|
D
|
|
|
Stock Appreciation Right
|
$
27.82
|
|
|
|
|
|
|
|
05/06/2020 |
Class A Common Stock
|
15,100
|
|
15,100
|
D
|
|
|
Stock Appreciation Right
|
$
41.57
|
|
|
|
|
|
|
|
05/05/2021 |
Class A Common Stock
|
12,516
|
|
12,516
|
D
|
|
|
Stock Appreciation Right
|
$
37.79
|
|
|
|
|
|
|
|
04/30/2022 |
Class A Common Stock
|
15,572
|
|
15,572
|
D
|
|
|
Stock Appreciation Right
|
$
46.07
|
|
|
|
|
|
|
|
05/03/2023 |
Class A Common Stock
|
10,499
|
|
10,499
|
D
|
|
|
Class A Common Stock
|
$
108.2
|
|
|
|
|
|
|
|
05/15/2025 |
Class A Common Stock
|
5,434
|
|
5,434
|
D
|
|
| Explanation of Responses: |
|
|
|
|
|
|
|
/s/ Jim L. Kaput, Attorney-in-fact |
11/16/2015 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| 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 Number. |
POWER OF ATTORNEY
Know all by these present, that the undersigned hereby
constitutes and appoints each of Jim Kaput, Derek Spychalski,
Cristen Kogl and Marsha Katsafouros, signing singly, the
Undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute for and on behalf of the undersigned,
and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any
other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings
with the SEC of reports required by Section 16(b) of the Securities
Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute for an on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Zebra Technologies Corporation
(the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder, and any
other forms or reports the undersigned may be required to file in
connection with the undersigned's ownership acquisition, or disposition
of securities of the Company;
(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5 or other form or report, and
timely file such form or report with the SEC, NASDAQ or similar
authority; and
(4) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect
to the undersigned's holdings of and transactions in securities issued by
the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 13th day of July 2015.
/s/ Michael C. Smiley
2
POA - Smiley(07-13-2015).DOC
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