Sec Form 4 Filing - O'Sullivan Colleen M @ ZEBRA TECHNOLOGIES CORP - 2020-11-05

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 O'Sullivan Colleen M 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 Accounting Officer (Last) (First) (Middle) C/O ZEBRA TECHNOLOGIES CORPORATION, 3 OVERLOOK POINT 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2020 (Street) LINCOLNSHIRE, IL60069 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 Class A Common Stock 2,801 D Class A Common Stock 11/05/2020 A 456 ( 1 ) A $ 329.18 3,257 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 Stock Appreciation Right $ 98.87 ( 2 ) 05/11/2024 Class A Common Stock 1,676 1,676 D Stock Appreciation Right $ 149.57 ( 3 ) 05/10/2025 Class A Common Stock 1,093 1,093 D Stock Appreciation Right $ 205.12 ( 4 ) 05/02/2026 Class A Common Stock 816 816 D Stock Appreciation Right $ 244.97 ( 5 ) 04/30/2027 Class A Common Stock 658 658 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Sullivan Colleen M C/O ZEBRA TECHNOLOGIES CORPORATION 3 OVERLOOK POINT LINCOLNSHIRE, IL60069 Chief Accounting Officer Signatures /s/ Cristen Kogl, Attorney-In-Fact 11/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of the restricted shares subject to this award, 152 vest on November 5, 2021, 152 vest on November 5, 2022 and 152 vest on November 5, 2023. ( 2 )Of the stock appreciation rights subject to this SAR, 419 vest on May 11, 2018, 419 vest on May 11, 2019, 419 vest on May 11, 2020 and 419 vest on May 11, 2021. ( 3 )Of the stock appreciation rights subject to this SAR, 273 vest on May 10, 2019, 273 vest on May 10, 2020, 273 vest on May 10, 2021 and 274 vest on May 10, 2022. ( 4 )Of the stock appreciation rights subject to this SAR, 204 vest on May 2, 2020, 204 vest on May 2, 2021, 204 vest on May 2, 2022 and 204 vest on May 2, 2023. ( 5 )Of the stock appreciation rights subject to this SAR, 164 vest on April 30, 2021, 164 vest on April 30, 2022, 165 vest on April 30, 2023 and 165 vest on April 30, 2024.

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).

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