SEC Form 4 · accession 0001127602-15-015872
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ann Mather
Director
Period of report
May 1, 2015
Accepted (ET)
May 1, 2015 · 6:54 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 Capital Stock | May 1, 2015 | M | 1,000 | $0.00 | A | 2,490 | D | |
| Class A Common Stock | May 1, 2015 | M | 1,000 | $0.00 | A | 2,343 | D | |
| Class A Common StockF1 | May 1, 2015 | S | 197 | $547.0843 | D | 2,146 | D | |
| Class A Common StockF2 | May 1, 2015 | S | 403 | $548.5665 | D | 1,743 | D | |
| Class A Common StockF3 | May 1, 2015 | S | 300 | $549.8633 | D | 1,443 | D | |
| Class A Common Stock | May 1, 2015 | S | 100 | $551.20 | D | 1,343 | D | |
| Class C Capital StockF4 | May 1, 2015 | S | 300 | $535.5467 | D | 2,190 | D | |
| Class C Capital StockF5 | May 1, 2015 | S | 400 | $537.2225 | D | 1,790 | D | |
| Class C Capital StockF6 | May 1, 2015 | S | 300 | $538.3067 | D | 1,490 | D | |
| Class C Google Stock UnitF7 | holding | — | — | — | 42 | D | ||
| Class C Google Stock UnitF8 | holding | — | — | — | 496 | D | ||
| Class C Google Stock UnitF7 | holding | — | — | — | 216 | D | ||
| Class C Google Stock UnitF7 | holding | — | — | — | 176 | D | ||
| Class A Google Stock Unit | holding | — | — | — | 42 | D | ||
| Class A Google Stock UnitF9 | holding | — | — | — | 216 | D | ||
| Class A Google Stock UnitF10 | holding | — | — | — | 176 | 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 StockF11 | $206.631 | May 1, 2015 | M | 1,000 | D | Apr 2, 2014 | Dec 1, 2015 | Class C Capital Stock | 1,000 | 11,000 | D |
| Option To Purchase Class A Common StockF12 | $414.09 | May 1, 2015 | M | 1,000 | D | Dec 1, 2005 | Dec 1, 2015 | Class A Common Stock | 1,000 | 11,000 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $546.80 to $547.79, 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 (1) through (6) to this Form 4.
- F101/48th 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.
- 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 12,000 shares of Class A Common Stock at an exercise price of $414.09 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 12,000 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 $207.4591 and the portion of the option covering Class C Capital Stock has an exercise price of $206.631 per share.
- F12The option is a subject to the terms and conditions of Google Inc.'s 2004 Stock Plan and is fully vested.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $548.05 to $549.04, inclusive.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $549.74 to $550.73, inclusive.
- F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $535.20 to $536.19, inclusive.
- F5The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $537.00 to $537.99, inclusive.
- F6The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $538.06 to $539.05, inclusive.
- 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.
- F81/48th 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 such vesting dates.
- 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 transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.