SEC Form 4 · accession 0001127602-15-005098
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
Feb 6, 2015
Accepted (ET)
Feb 9, 2015 · 6:55 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 Capital StockF1 | Feb 6, 2015 | M | 610 | $0.00 | A | 941 | D | |
| Class A Common Stock | Feb 6, 2015 | M | 610 | $0.00 | A | 941 | D | |
| Class A Common Stock | Feb 6, 2015 | S | 610 | $531.01 | D | 331 | D | |
| Class C Capital StockF1 | Feb 6, 2015 | S | 610 | $528.49 | D | 331 | D | |
| Class C Google Stock UnitF2,F3 | Feb 6, 2015 | C | 145 | $0.00 | D | 3,211 | D | |
| Class C Capital StockF1 | Feb 6, 2015 | C | 145 | $0.00 | A | 476 | D | |
| Class C Google Stock UnitF2,F3 | Feb 6, 2015 | F | 160 | $527.58 | D | 3,051 | D | |
| Class A Google Stock UnitF6 | Feb 6, 2015 | C | 145 | $0.00 | D | 3,211 | D | |
| Class A Common Stock | Feb 6, 2015 | C | 145 | $0.00 | A | 476 | D | |
| Class A Google Stock UnitF6 | Feb 6, 2015 | F | 160 | $529.83 | D | 3,051 | D | |
| Class C Capital StockF1 | holding | — | — | — | 5,245 | I | By The Bay Meadow L.P. | |
| Class A Common Stock | holding | — | — | — | 5,245 | I | By The Bay Meadow L.P. | |
| Class C Google Stock UnitF2,F7 | holding | — | — | — | 30,259 | D | ||
| Class C Google Stock UnitF2,F8 | holding | — | — | — | 4,323 | D | ||
| Class C Google Stock UnitF9 | holding | — | — | — | 70,788 | D | ||
| Class A Google Stock UnitF8 | holding | — | — | — | 4,323 | D | ||
| Class A Google Stock UnitF10,F11 | holding | — | — | — | 30,259 | 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 C Capital StockF12,F13 | $286.5159 | Feb 6, 2015 | M | 610 | D | — | Apr 6, 2021 | Class C Capital Stock | 610 | 6,102 | D |
| Option To Purchase Class A Common StockF12,F13 | $287.6642 | Feb 6, 2015 | M | 610 | D | — | Apr 6, 2021 | Class A Common Stock | 610 | 6,102 | D |
| Option to Purchase Class C Capital StockF14 | $316.9399 | holding | — | — | — | Apr 25, 2015 | Apr 4, 2022 | Class C Capital Stock | 8,646 | 8,646 | D |
| Option to Purchase Class C Capital StockF15 | $316.9399 | holding | — | — | — | Apr 25, 2016 | Apr 4, 2022 | Class C Capital Stock | 60,517 | 60,517 | D |
| Option To Purchase Class A Common StockF14 | $318.2102 | holding | — | — | — | Apr 25, 2015 | Apr 4, 2022 | Class A Common Stock | 8,646 | 8,646 | D |
| Option To Purchase Class A Common StockF15 | $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.
- F10100% of GSUs will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.
- F11100% of the grant will vest on April 25, 2016.
- 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 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.
- F13The 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.
- F14On 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.
- 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 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. 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.
- F4Vesting of GSUs grant of which was previously reported in Form 4.
- F5Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
- F6The 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.
- F7The 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.
- F8100% of the grant will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date.
- F9100% of GSUs will vest on April 25, 2018, subject to continued employment on such vesting date.
Remarks
All sale transactions were effected pursuant to a 10b5-1 Trading Plan adopted by the Reporting Person.