SEC Form 5 · accession 0001127602-15-005872
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
Dec 31, 2014
Accepted (ET)
Feb 12, 2015 · 8:10 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 A Common StockF1 | Nov 13, 2014 | G | 27,450 | $0.00 | D | 0 | I | By Schmidt Investments LP Fund II |
| Class C Capital Stock | Nov 13, 2014 | G | 27,450 | $0.00 | D | 660,086 | I | By Schmidt Investments LP Fund II |
| Class C Capital Stock | Nov 13, 2014 | G | 17,885 | $0.00 | D | 2,462,020 | I | By The Schmidt Family Living Trust |
| Class A Common StockF1 | Nov 13, 2014 | G | 17,885 | $0.00 | D | 0 | I | By The Schmidt Family Living Trust |
| Class A Common Stock | holding | — | — | — | 49,306 | D | ||
| Class C Capital Stock | holding | — | — | — | 1,243,615 | D | ||
| Class C Capital Stock | holding | — | — | — | 148,182 | I | By Schmidt Investments LP | |
| Class C Google Stock UnitF2,F3 | holding | — | — | — | 5,683 | D | ||
| Class C Google Stock UnitF2,F4 | holding | — | — | — | 87,862 | D | ||
| Class C Google Stock UnitF2,F5 | holding | — | — | — | 517 | D | ||
| Class C Google Stock UnitF2,F6 | holding | — | — | — | 199 | D | ||
| Class A Google Stock UnitF7 | holding | — | — | — | 5,683 | D | ||
| Class A Google Stock UnitF8 | holding | — | — | — | 87,862 | D | ||
| Class A Google Stock UnitF9 | holding | — | — | — | 517 | D | ||
| Class A Google Stock UnitF10 | holding | — | — | — | 199 | D |
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 StockF11,F12 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 1,194,309 | 1,194,309 | D |
| Class B Common StockF11,F12 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 148,182 | 148,182 | I |
| Class B Common StockF11,F12 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 660,086 | 660,086 | I |
| Class B Common StockF11,F12 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 2,462,020 | 2,462,020 | I |
| Option to Purchase Class C Capital StockF13,F14 | $305.388 | holding | — | — | — | — | Feb 2, 2021 | Class C Capital Stock | 181,840 | 181,840 | D |
| Option To Purchase Class A Common StockF14 | $306.612 | holding | — | — | — | — | Feb 2, 2021 | Class A Common Stock | 181,840 | 181,840 | D |
Explanation of responses
- F1Each 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.
- 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.
- F11All shares are exercisable as of the transaction date.
- F12There is no expiration date for the Issuer's Class B Common Stock.
- 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 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.
- F14The 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.
- 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 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.
- F4This 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.
- F5This 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.
- F6This 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.
- F7The 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.
- F8The 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.
- F9The 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.