SEC Form 5 · accession 0001127602-15-005955
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John L Hennessy
Director
Period of report
Dec 31, 2014
Accepted (ET)
Feb 13, 2015 · 2:25 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 | Oct 1, 2014 | G | 1,983 | $0.00 | A | 5,084 | I | By Trust |
| Class A Common StockF1 | Oct 1, 2014 | G | 1,983 | $0.00 | D | 137 | D | |
| Class C Capital StockF2 | holding | — | — | — | 190 | D | ||
| Class C Google Stock UnitF3,F4 | holding | — | — | — | 249 | D | ||
| Class C Google Stock UnitF5 | holding | — | — | — | 550 | D | ||
| Class C Google Stock UnitF4,F6 | holding | — | — | — | 97 | D | ||
| Class C Google Stock UnitF4,F7 | holding | — | — | — | 226 | D | ||
| Class C Capital StockF2 | holding | — | — | — | 1,424 | I | By Trust | |
| Class A Google Stock UnitF8 | holding | — | — | — | 249 | D | ||
| Class A Google Stock UnitF6 | holding | — | — | — | 97 | D | ||
| Class A Google Stock UnitF7 | holding | — | — | — | 226 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 505 Class A Common Stocks issued upon vesting of Class A Google Stock Units (GSUs) in 2014, the grant of which was previously reported on Form 4s.
- F2This 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 and Class B 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 and one share of Class C Capital Stock for each share of Class B Common Stock outstanding. Includes 449 shares of Class C Capital Stock resulting from the vesting of Class C Google Stock Units (GSUs) in 2014, the grant of which was previously reported on Form 4s.
- F31/48th of the grant will vest on July 25, 2013 and an additional 1/48th will vest monthly on the 25th day of the month thereafter, subject to continued service on the Board on such vesting dates.
- F4On 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.
- F51/48th of the grant will vest on June 25, 2014 and an additional 1/48th will vest on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.
- F6The Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class A Common Stock or Class C Capital Stock for each share underlying the GSU as the GSUs vest. The GSUs vest as follows: 1/48th of GSUs vested on July 25, 2011 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on such vesting dates.
- F71/48th of GSUs vested on July 25, 2012 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on such dates.
- F81/48th of the grant will vest on July 25, 2013 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.