SEC Form 4 · accession 0001127602-15-001677
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick Pichette
Officer — SVP & Chief Financial Officer
Period of report
Jan 13, 2015
Accepted (ET)
Jan 13, 2015 · 11:18 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001288776
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Jan 13, 2015 | S | 191 | $502.57 | D | 331 | D | |
| Class C Capital Stock | Jan 13, 2015 | S | 191 | $498.90 | D | 331 | D | |
| Class A Common Stock | holding | — | — | — | 5,245 | I | By The Bay Meadow L.P. | |
| Class C Capital StockF1 | holding | — | — | — | 5,245 | I | By The Bay Meadow L.P. | |
| Class C Google Stock UnitF2,F3 | holding | — | — | — | 30,259 | D | ||
| Class C Google Stock UnitF2,F4 | holding | — | — | — | 3,356 | D | ||
| Class C Google Stock UnitF2,F5 | holding | — | — | — | 4,323 | D | ||
| Class C Google Stock UnitF6 | holding | — | — | — | 70,788 | D | ||
| Class A Google Stock UnitF5 | holding | — | — | — | 4,323 | D | ||
| Class A Google Stock UnitF7,F8 | holding | — | — | — | 30,259 | D | ||
| Class A Google Stock UnitF9 | holding | — | — | — | 3,356 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option To Purchase Class A Common StockF10,F11 | $287.6642 | holding | — | — | — | — | Apr 6, 2021 | Class A Common Stock | 6,712 | 6,712 | D |
| Option to Purchase Class C Capital StockF10,F11 | $286.5159 | holding | — | — | — | — | Apr 6, 2021 | Class C Capital Stock | 6,712 | 6,712 | D |
| Option to Purchase Class C Capital StockF12 | $316.9399 | holding | — | — | — | Apr 25, 2015 | Apr 4, 2022 | Class C Capital Stock | 8,646 | 8,646 | D |
| Option to Purchase Class C Capital StockF13 | $316.9399 | holding | — | — | — | Apr 25, 2016 | Apr 4, 2022 | Class C Capital Stock | 60,517 | 60,517 | D |
| Option To Purchase Class A Common StockF12 | $318.2102 | holding | — | — | — | Apr 25, 2015 | Apr 4, 2022 | Class A Common Stock | 8,646 | 8,646 | D |
| Option To Purchase Class A Common StockF13 | $318.2102 | holding | — | — | — | Apr 25, 2016 | Apr 4, 2022 | Class A Common Stock | 60,517 | 60,517 | D |
Explanation of responses
- F1This stock was received by the Reporting Person pursuant to a stock dividend declared by Google Inc. on January 29, 2014. As a result of the dividend, all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding.
- F10On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). This option was previously reported as an option for 12,204 shares of Class A Common Stock at an exercise price of $574.18 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 12,204 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $287.6642 and the portion of the option covering Class C Capital Stock has an exercise price of $286.5159 per share.
- F11The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter until the option is fully vested, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
- F12On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). This option was previously reported as an option for 8,646 shares of Class A Common Stock at an exercise price of $635.15 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 8,646 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $318.2102 and the portion of the option covering Class C Capital Stock has an exercise price of $316.9399 per share.
- F13On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). This option was previously reported as an option for 60,517 shares of Class A Common Stock at an exercise price of $635.15 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 60,517 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $318.2102 and the portion of the option covering Class C Capital Stock has an exercise price of $316.9399 per share.
- F2On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). These GSUs were previously reported as GSUs entitling the Reporting Person to receive one share of Google Inc.'s Class A Common Stock for each share underlying the GSU as the GSU vests. As a result of the Stock Dividend, these GSUs were adjusted and each share underlying the GSU now corresponds to one share of Class A Common Stock and one share of Class C Capital Stock.
- F3The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Common Stock for each share underlying the Class C GSU as the Class C GSU vests. 100% of the grant will vest on April 25, 2016.
- F4The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Common Stock for each share underlying the Class C GSU as the Class C GSU vests. This grant vests as follows: 1/48th of the Class C GSUs vested on the vesting start date (1/6/2012) and 1/48th vests each month thereafter until the units are fully vested, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
- F5100% of the grant will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date.
- F6100% of GSUs will vest on April 25, 2018, subject to continued employment on such vesting date.
- F7100% of GSUs will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.
- F8100% of the grant will vest on April 25, 2016.
- F9The GSUs vest as follows: 1/48th of the GSUs vested on the vesting start date (1/6/2012) and 1/48th vests each month thereafter until the units are fully vested, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
Remarks
Sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.