Edgar Filing: MOTOROLA INC

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 ^*

WARRIOR PADMASREE

2. Issuer Name and Ticker or Trading Symbol
MOTOROLA INC [MOT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Exec. VP, Chief Tech. Officer

(Last)

(First)

(Middle)

1303 EAST ALGONQUIN ROAD

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2006

(Street)

SCHAUMBURG, IL 60196

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, Inc. - Common Stock	07/26/2006		M		18,161	A	$ 12.9205	118,661.9472 ⁽¹⁾	D
Motorola, Inc. - Common Stock	07/26/2006		M		55,880	A	$ 7.2745	174,541.9472 ⁽¹⁾	D
Motorola, Inc. - Common Stock	07/26/2006		M		83,820	A	$ 16.3028	258,361.9472 ⁽¹⁾	D
Motorola, Inc. - Common Stock	07/26/2006		M		68,750	A	$ 15.47	327,111.9472 ⁽¹⁾	D
Motorola, Inc. -Common Stock	07/26/2006		S		226,611	D	$ 22	100,500.9472 ⁽¹⁾	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Rt to Buy)

$ 12.9205

07/26/2006

18,161

05/07/2003⁽²⁾

05/07/2012

Motorola, Inc. Common Stock

18,161

$ 0

Employee Stock Option (Rt to Buy)

$ 7.2745

07/26/2006

55,880

05/06/2004⁽³⁾

05/06/2013

Motorola, Inc. Common Stock

55,880

$ 0

55,880

Employee Stock Option (Rt to Buy)

$ 16.3028

07/26/2006

83,820

05/04/2005⁽⁴⁾

05/04/2014

Motorola, Inc. Common Stock

83,820

$ 0

167,640

Employee Stock Option (Rt to Buy)

$ 15.47

07/26/2006

68,750

05/03/2006⁽⁵⁾

05/03/2015

Motorola, Inc. -Common Stock

68,750

$ 0

206,250

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WARRIOR PADMASREE 1303 EAST ALGONQUIN ROAD SCHAUMBURG, IL 60196			Exec. VP, Chief Tech. Officer

Signatures

Carol Forsyte on behalf of Padmasree Warrior, Executive Vice President, Chief Technology Officer, Motorola, Inc. (Power of Attorney on File)		07/26/2006
^**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)	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)	This option vests in four equal annual installments of 18,161 shares each beginning on May 7, 2003.
(3)	This option vested in four equal annual installments of 55,880 shares each beginning on May 6, 2004.
(4)	This option vests in four equal annual installments of 83,820 shares each beginning on May 4, 2005.
(5)	This option vests in four equal annual installments of 68,750 shares each beginning on May 3, 2006.

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