SEC Form 4 · accession 0001127602-15-006080
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David C Drummond
Officer — SVP, Corporate Development
Period of report
Feb 13, 2015
Accepted (ET)
Feb 13, 2015 · 5:53 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 Stock | Feb 13, 2015 | S | 190 | $547.51 | D | 512 | D | |
| Class C Capital StockF1 | Feb 13, 2015 | S | 145 | $543.35 | D | 19,044 | D | |
| Class A Common StockF2 | holding | — | — | — | 2,090 | I | By Spouse | |
| Class C Capital StockF1 | holding | — | — | — | 2,090 | I | By Spouse | |
| Class C Google Stock UnitF3,F4 | holding | — | — | — | 4,323 | D | ||
| Class C Google Stock UnitF4,F5 | holding | — | — | — | 22,478 | D | ||
| Class C Google Stock UnitF4,F6 | holding | — | — | — | 3,051 | D | ||
| Class C Google Stock UnitF7 | holding | — | — | — | 70,788 | D | ||
| Class A Google Stock UnitF3,F4 | holding | — | — | — | 4,323 | D | ||
| Class A Google Stock UnitF4,F5 | holding | — | — | — | 22,478 | D | ||
| Class A Google Stock UnitF4,F8 | holding | — | — | — | 3,051 | 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 StockF9,F10 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 21,332 | 21,332 | D |
| Option to Purchase Class C Capital StockF11 | $316.9399 | holding | — | — | — | Apr 25, 2016 | Apr 4, 2022 | Class C Capital Stock | 44,955 | 44,955 | D |
| Option to Purchase Class C Capital StockF12 | $316.9339 | holding | — | — | — | Apr 25, 2015 | Apr 4, 2022 | Class C Capital Stock | 8,646 | 8,646 | D |
| Option to Purchase Class C Capital StockF13,F14 | $153.9765 | holding | — | — | — | — | Mar 1, 2017 | Class C Capital Stock | 30,000 | 30,000 | D |
| Option to Purchase Class C Capital StockF15,F16 | $281.6107 | holding | — | — | — | — | Dec 1, 2020 | Class C Capital Stock | 9,998 | 9,998 | D |
| Option to Purchase Class C Capital StockF17,F18 | $286.5159 | holding | — | — | — | — | Apr 6, 2021 | Class C Capital Stock | 29,288 | 29,288 | D |
| Option to Purchase Class C Capital StockF19,F16 | $159.1411 | holding | — | — | — | — | Mar 4, 2019 | Class C Capital Stock | 34,138 | 34,138 | D |
| Option To Purchase Class A Common StockF11 | $318.2102 | holding | — | — | — | Apr 25, 2016 | Apr 4, 2022 | Class A Common Stock | 44,955 | 44,955 | 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 StockF16 | $159.779 | holding | — | — | — | — | Mar 4, 2019 | Class A Common Stock | 34,138 | 34,138 | D |
| Option To Purchase Class A Common StockF15,F16 | $282.7394 | holding | — | — | — | — | Dec 1, 2020 | Class A Common Stock | 9,998 | 9,998 | D |
| Option To Purchase Class A Common StockF17,F18 | $287.6642 | holding | — | — | — | — | Apr 6, 2021 | Class A Common Stock | 29,288 | 29,288 | D |
| Option To Purchase Class A Common StockF13,F14 | $154.5936 | holding | — | — | — | — | Mar 1, 2017 | Class A Common Stock | 30,000 | 30,000 | 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 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.
- F10There is no expiration date for Google Inc.'s Class B Common Stock.
- F11On 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 44,955 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 44,955 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.
- 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 30,000 shares of Class A Common Stock at an exercise price of $308.57 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 30,000 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 $154.5936 and the portion of the option covering Class C Capital Stock has an exercise price of $153.9765 per share.
- F14The option is fully vested.
- 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 9,998 shares of Class A Common Stock at an exercise price of $564.35 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 9,998 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 $282.7394 and the portion of the option covering Class C Capital Stock has an exercise price of $281.6107 per share.
- F16The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
- F17On 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 29,288 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 29,288 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.
- F18The 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, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
- F19On 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 34,138 shares of Class A Common Stock at an exercise price of $318.92 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 34,138 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 $159.779 and the portion of the option covering Class C Capital Stock has an exercise price of $159.1411 per share.
- F2Each 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.
- F3100% of the grant will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date.
- 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.
- F5100% of the grant will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.
- F6The 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 grant vested on the vesting start date (1/6/2012) and 1/48th of the grant vests each month thereafter, subject to the Reporting Persons's continued employment with Google on the applicable vesting dates.
- F7100% of GSUs will vest on April 25, 2018, subject to continued employment on such vesting date.
- F8The 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: 1/48th of the GSUs shall vest on the vesting start date (1/6/2012) and 1/48th each month thereafter, subject to the Reporting Persons's continued employment with Google on the applicable vesting dates.
- F9All shares are exercisable as of the transaction date.
Remarks
All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.