Sec Form 4 Filing - Valentine Mark R @ Motorola Mobility Holdings, Inc - 2012-01-28

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 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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1. Name and Address of Reporting Person Valentine Mark R 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) VP & Controller (Last) (First) (Middle) 600 N. U.S. HIGHWAY 45 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2012 (Street) LIBERTYVILLE, IL60048 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/28/2012 F 409 D $ 38.93 6,895 D Motorola Mobility Holdings, Inc. Common Stock 01/30/2012 A 12,500 A $ 0 19,395 D Motorola Mobility Holdings, Inc. Common Stock 01/30/2012 M 2,342 A $ 24.75 21,737 D Motorola Mobility Holdings, Inc. Common Stock 01/30/2012 M 7,581 A $ 24.24 29,318 D Motorola Mobility Holdings, Inc. Common Stock 01/30/2012 M 2,343 A $ 22.4 31,661 D Motorola Mobility Holdings, Inc. Common Stock 01/30/2012 S 12,266 D $ 38.8021 ( 1 ) 19,395 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee Stock Option (right to buy) $ 24.75 01/30/2012 M 2,342 ( 2 ) 05/05/2020 Motorola Mobility Holdings, Inc. Common Stock 2,342 $ 0 4,686 D Employee Stock Option (right to buy) $ 24.24 01/30/2012 M 7,581 ( 3 ) 06/12/2014 Motorola Mobility Holdings, Inc. Common Stock 7,581 $ 0 0 D Employee Stock Option (right to buy) $ 22.4 01/30/2012 M 2,343 ( 4 ) 05/07/2019 Motorola Mobility Holdings, Inc. Common Stock 2,343 $ 0 4,686 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Valentine Mark R 600 N. U.S. HIGHWAY 45 LIBERTYVILLE, IL60048 VP & Controller Signatures Jennifer M. Lagunas, on behalf of Mark Valentine, Vice President and Controller, Motorola Mobiltiy Holdings, Inc. (Power of Attorney on File) 01/31/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )$ 38.8021 is the weighted average sales price. Prices for this transaction ranged from $38.80 to $38.82. 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 )This stock option, originally representing a right to purchase a total of 7,028 shares, is exercisable in three equal annual installments beginning on May 5, 2011. ( 3 )This stock option was exercisable in two equal annual installments beginning on June 12, 2010. ( 4 )This stock option, originally representing a right to purchase a total of 9,371 shares, is exercisable in four equal annual installments beginning on May 7, 2010.

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).

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