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 * Meister Keith A.   2. Issuer Name and Ticker or Trading Symbol Motorola Mobility Holdings, Inc [MMI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) MOTOROLA MOBILITY HOLDINGS, INC., 600 N. U.S. 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   7,279 D $ 40 2,996 D   Motorola Mobility Holdings, Inc. Common Stock 05/22/2012   D   2,996 D (1) 0 D

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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

Non-Employee Director Stock Option (Right to Buy)

$ 29.59

05/22/2012

D

2,671

05/06/2011

01/28/2021

Common Stock

2,671

$ 10.41 (2)

0

D

Non-Employee Director Stock Option (Right to Buy)

$ 25.04

05/22/2012

D

8,399

05/09/2012

05/09/2021

Common Stock

8,399

$ 14.96 (3)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Meister Keith A. MOTOROLA MOBILITY HOLDINGS, INC. 600 N. U.S. HIGHWAY 45 LIBERTYVILLE, IL 60048	X

Signatures

Jennifer M. Lagunas on behalf of Keith A. Meister, Director (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 issuer and Google Inc. for restricted stock units with respect to 195 shares of Google, Inc. Class A common stock on January 1, 2015, pursuant to the deferred distribution election of the reporting person.
(2)	This stock option was cancelled in the merger in exchange for a cash payment of $27,805.11 representing the difference between the exercise price of the option and the $40.00 merger consideration ($10.41 per share).
(3)	This stock option was cancelled in the merger in exchange for a cash payment of $125,649.04 representing the difference between the exercise price of the option and the $40.00 merger consideration ($14.96 per share).

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