SEC Form 4 · accession 0001127602-15-012711
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Omid Kordestani
Officer — SVP, Chief Business Officer
Period of report
Mar 25, 2015
Accepted (ET)
Mar 27, 2015 · 2:46 pm EDT
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 UnitF1 | Mar 25, 2015 | C | 4,315 | $0.00 | D | 103,968 | D | |
| Class C Capital Stock | Mar 25, 2015 | C | 4,315 | $0.00 | A | 28,272 | D | |
| Class C Google Stock UnitF1 | Mar 25, 2015 | F | 4,709 | $570.19 | D | 99,259 | D | |
| Class C Google Stock UnitF4 | holding | — | — | — | 108,282 | D | ||
| Class A Common Stock | holding | — | — | — | 19,643 | 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 StockF5,F6 | $153.98 | holding | — | — | — | — | Mar 1, 2017 | Class C Capital Stock | 12,789 | 12,789 | D |
| Option To Purchase Class A Common StockF5,F7 | $154.59 | holding | — | — | — | — | Mar 1, 2017 | Class A Common Stock | 12,789 | 12,789 | D |
Explanation of responses
- F1The Class C Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Capital Stock for each share underlying the GSU as the GSU vests. The GSUs vest as follows: 1/13th of the GSUs shall vest every three months starting December 25, 2014, subject to continued employment with Google on such vesting dates.
- F2Vesting of GSUs grant of which was previously reported in Form 4.
- F3Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
- F4The Class C Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Capital Stock for each share underlying the GSU as the GSU vests. 100% of the GSUs will vest on April 25, 2018, subject to continued employment with Google on such date.
- F5On 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 outstanding as an option for 12,789 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 12,789 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 $154.59 and the portion of the option covering Class C Capital Stock has an exercise price of $153.98 per share.
- F6The option is fully vested.
- F7Option is fully vested.