SEC Form 4 · accession 0001127602-15-014601
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L John Doerr
Director
Period of report
Apr 15, 2015
Accepted (ET)
Apr 16, 2015 · 2:44 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 A Google Stock UnitF1 | Mar 25, 2015 | J | 14 | $0.00 | D | 55 | D | |
| Class A Common Stock | Mar 25, 2015 | J | 14 | $0.00 | A | 2,997 | D | |
| Class A Google Stock UnitF3 | Mar 25, 2015 | J | 12 | $0.00 | D | 189 | D | |
| Class A Common Stock | Mar 25, 2015 | J | 12 | $0.00 | A | 3,009 | D | |
| Class A Google Stock UnitF4 | Mar 25, 2015 | J | 8 | $0.00 | D | 224 | D | |
| Class A Common Stock | Mar 25, 2015 | J | 8 | $0.00 | A | 3,017 | D | |
| Class C Google Stock UnitF5 | Mar 25, 2015 | J | 13 | $0.00 | D | 510 | D | |
| Class C Capital StockF6 | Mar 25, 2015 | J | 13 | $0.00 | A | 3,116 | D | |
| Class C Google Stock UnitF7,F8 | Mar 25, 2015 | J | 14 | $0.00 | D | 55 | D | |
| Class C Capital StockF6 | Mar 25, 2015 | J | 14 | $0.00 | A | 3,130 | D | |
| Class C Google Stock UnitF7,F9 | Mar 25, 2015 | J | 8 | $0.00 | D | 224 | D | |
| Class C Capital StockF6 | Mar 25, 2015 | J | 8 | $0.00 | A | 3,138 | D | |
| Class C Google Stock UnitF3,F7 | Mar 25, 2015 | J | 12 | $0.00 | D | 189 | D | |
| Class C Capital StockF6 | Mar 25, 2015 | J | 12 | $0.00 | A | 3,150 | D | |
| Class C Capital StockF6,F10 | Apr 15, 2015 | S | 956 | $525.2169 | D | 1,027,028 | I | Vallejo Ventures Trust |
| Class C Capital StockF6,F11 | Apr 15, 2015 | S | 1,000 | $526.1204 | D | 1,026,028 | I | Vallejo Ventures Trust |
| Class C Capital StockF6,F12 | Apr 15, 2015 | S | 550 | $527.0958 | D | 1,025,478 | I | Vallejo Ventures Trust |
| Class C Capital StockF6,F13 | Apr 15, 2015 | S | 200 | $527.81 | D | 1,025,278 | I | Vallejo Ventures Trust |
| Class C Capital StockF6,F14 | Apr 15, 2015 | S | 200 | $529.425 | D | 1,025,078 | I | Vallejo Ventures Trust |
| Class C Capital StockF6,F15 | Apr 15, 2015 | S | 1,093 | $531.1974 | D | 1,023,985 | I | Vallejo Ventures Trust |
| Class C Capital StockF6,F16 | Apr 15, 2015 | S | 710 | $531.9976 | D | 1,023,275 | I | Vallejo Ventures Trust |
| Class C Capital StockF6,F17 | Apr 15, 2015 | S | 742 | $533.5231 | D | 1,022,533 | I | Vallejo Ventures Trust |
| Class C Capital StockF6,F18 | Apr 15, 2015 | S | 842 | $534.2278 | D | 1,021,691 | I | Vallejo Ventures Trust |
| Class A Common Stock | holding | — | — | — | 118,653 | I | The Benificus Foundation | |
| Class A Common Stock | holding | — | — | — | 18,656 | I | L. John Doerr Ttee The Austin 1999 Trust dtd 5/25/99 | |
| Class A Common Stock | holding | — | — | — | 18,656 | I | L. John Doerr Ttee The Hampton 1999 Trust dtd 5/25/99 | |
| Class C Capital StockF6 | holding | — | — | — | 109,482 | I | The Benificus Foundation | |
| Class C Capital StockF6 | holding | — | — | — | 18,656 | I | The Hampton 1999 Trust | |
| Class C Capital StockF6 | holding | — | — | — | 18,656 | I | The Austin 1999 Trust |
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 StockF19,F20 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 1,117,447 | 1,117,447 | I |
Explanation of responses
- F1The GSUs vest as follows: 1/48th of GSUs shall vest on the 25th day of the first month after the vesting start date and an additional 1/48th will vest monthly thereafter, subject to continued service on such vesting dates. Vesting start date is July 6, 2011.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $524.56 to $525.55, inclusive. The Reporting Person undertakes to provide to any security holder of Google Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (10) through (18) to this Form 4.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $525.70 to $526.69, inclusive.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $526.73 to $527.72, inclusive.
- F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $527.73 to $528.72, inclusive.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $529.00 to $529.99, inclusive.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $530.55 to $531.54, inclusive.
- F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $531.56 to $532.55, inclusive.
- F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $532.93 to $533.92, inclusive.
- F18The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $533.95 to $534.94, inclusive.
- F19There is no exercisable date for the Issuer's Class B Common Stock.
- F2Vesting of GSUs grant of which was previously reported in Form 4.
- F20There is no expiration date for the Issuer's Class B Common Stock.
- F31/48th 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.
- F41/48th 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 employment on such vesting dates.
- 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.
- F6This 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.
- F7On 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.
- F8The GSUs vest as follows: 1/48th of GSUs shall vest on the 25th day of the first month after the vesting start date and an additional 1/48th will vest monthly thereafter, subject to continued service on such vesting dates. Vesting start date is July 6, 2011.
- F91/48th 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.
Remarks
All sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.