SEC Form 4 · accession 0001127602-15-004351

GOOGLE INC. · GOOG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Eric E Schmidt

Officer — Executive Chairman of Board · Director

Period of report

Feb 2, 2015

Accepted (ET)

Feb 4, 2015 · 4:41 pm 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 C Google Stock Unit^F1,F2	Feb 2, 2015	C	2,717	$0.00	D	2,966	D
Class C Capital Stock	Feb 2, 2015	C	2,717	$0.00	A	1,246,392	D
Class C Google Stock Unit^F1,F4	Feb 2, 2015	C	247	$0.00	D	270	D
Class C Capital Stock	Feb 2, 2015	C	247	$0.00	A	1,246,639	D
Class C Google Stock Unit^F1,F2	Feb 2, 2015	F	2,966	$534.52	D	0	D
Class A Google Stock Unit^F6	Feb 2, 2015	C	2,885	$0.00	D	2,798	D
Class A Common Stock^F7	Feb 2, 2015	C	2,885	$0.00	A	52,246	D
Class A Google Stock Unit^F6	Feb 2, 2015	F	2,798	$537.55	D	0	D
Class C Google Stock Unit^F1,F4	Feb 2, 2015	F	270	$534.52	D	0	D
Class A Google Stock Unit^F8	Feb 2, 2015	C	322	$0.00	D	195	D
Class A Common Stock^F7	Feb 2, 2015	C	322	$0.00	A	52,568	D
Class A Google Stock Unit^F8	Feb 2, 2015	F	195	$537.55	D	0	D
Class C Google Stock Unit^F1,F9	Feb 2, 2015	C	47	$0.00	D	53	D
Class C Capital Stock	Feb 2, 2015	C	47	$0.00	A	1,246,686	D
Class C Google Stock Unit^F1,F9	Feb 2, 2015	F	53	$534.52	D	0	D
Class A Google Stock Unit^F10	Feb 2, 2015	C	47	$0.00	D	53	D
Class A Common Stock^F7	Feb 2, 2015	C	47	$0.00	A	52,615	D
Class A Google Stock Unit^F10	Feb 2, 2015	F	53	$537.55	D	0	D
Class C Google Stock Unit^F1,F11	holding	—	—		—	87,862	D
Class C Capital Stock	holding	—	—		—	148,182	I	By Schmidt Investments LP
Class C Capital Stock	holding	—	—		—	687,536	I	By Schmidt Investments LP Fund II
Class C Capital Stock	holding	—	—		—	2,479,905	I	By The Schmidt Family Living Trust
Class A Google Stock Unit^F12	holding	—	—		—	87,862	D
Class A Common Stock^F7	holding	—	—		—	27,450	I	By Schmidt Investments LP Fund II
Class A Common Stock^F7	holding	—	—		—	17,885	I	By The Schmidt Family Living Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F13,F14	$0.00	holding	—	—	—	—	—	Class A Common Stock	1,194,309	1,194,309	D
Class B Common Stock^F13,F14	$0.00	holding	—	—	—	—	—	Class A Common Stock	148,182	148,182	I
Class B Common Stock^F13,F14	$0.00	holding	—	—	—	—	—	Class A Common Stock	660,086	660,086	I
Class B Common Stock^F13,F14	$0.00	holding	—	—	—	—	—	Class A Common Stock	2,462,020	2,462,020	I
Option to Purchase Class C Capital Stock^F15,F16	$305.388	holding	—	—	—	—	Feb 2, 2021	Class C Capital Stock	181,840	181,840	D
Option To Purchase Class A Common Stock^F16	$306.612	holding	—	—	—	—	Feb 2, 2021	Class A Common Stock	181,840	181,840	D

Explanation of responses

F1On 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.
F10The Google Stock Units ("GSUs") entitle 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. The GSUs vest as follows: 31/48 of the 4,773 shares vest on September 25, 2013 and 1/48th of the remaining GSUs will vest on October 2, 2013 and each month thereafter until the GSUs are fully vested, subject to continued employment with Google on the applicable vesting dates.
F11This grant vests as follow: 1/16th of the grant will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.
F12The GSUs vest as follow: 1/16th of the GSUs will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.
F13All shares are exercisable as of the transaction date.
F14There is no expiration date for the Issuer's Class B Common Stock.
F15On 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 181,840 shares of Class A Common Stock at an exercise price of $612.00 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 181,840 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 $306.612 and the portion of the option covering Class C Capital Stock has an exercise price of $305.388 per share.
F16The option provided for vesting as follows: 25% of the option shall vest 12 months after vesting commencement date and 1/48th of shares shall vest each month thereafter until the option is fully vested, subject to continued employment with Google on the applicable vesting dates.
F2The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Capital Stock for each share underlying the Class C GSU as the Class C GSU vests. This grant vest as follows: 1/4th of the grant vests 12 months after vesting commencement date and 1/16th each quarter thereafter until the units are fully vested, subject to continued employment with Google on the applicable vesting dates.
F3Vesting of GSUs grant of which was previously reported in Form 4.
F4This grant vests as follows: 5/8 of the 8,266 shares vest on September 25, 2013 and 1/16th of the remaining grant will vest on November 2, 2013 and each quarter thereafter, subject to continued employment on the applicable vesting dates.
F5Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
F6The GSUs vest as follows: 1/4th of the GSUs shall vest 12 months after vesting commencement date and 1/16th each quarter thereafter until the units are fully vested, subject to continued employment with Google on the applicable vesting dates.
F7Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of Reporting Person.
F8The GSUs vest as follows: 5/8 of the 8,266 shares vest on September 25, 2013 and 1/16th of the remaining GSUs will vest on November 2, 2013 and each quarter thereafter, subject to continued employment on the applicable vesting dates.
F9This grant vests as follows: 31/48 of the 4,773 shares vest on September 25, 2013 and 1/48th of the remaining shares will vest on October 2, 2013 and each month thereafter until the entire grant is fully vested, subject to continued employment with Google on the applicable vesting dates.