SEC Form 4 · accession 0001127602-15-015887

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

May 1, 2015

Accepted (ET)

May 1, 2015 · 8:54 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
Class C Capital Stock^F1	May 1, 2015	S	2,165	$534.9761	D	26,107	D
Class C Capital Stock^F2	May 1, 2015	S	1,000	$536.1422	D	25,107	D
Class C Capital Stock^F3	May 1, 2015	S	2,338	$537.0058	D	22,769	D
Class C Capital Stock^F4	May 1, 2015	S	3,126	$538.2262	D	19,643	D
Class C Google Stock Unit^F5	holding	—	—		—	108,282	D
Class C Google Stock Unit^F6	holding	—	—		—	99,259	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 Stock^F7,F8	$153.98	holding	—	—	—	—	Mar 1, 2017	Class C Capital Stock	12,789	12,789	D
Option To Purchase Class A Common Stock^F7,F9	$154.59	holding	—	—	—	—	Mar 1, 2017	Class A Common Stock	12,789	12,789	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 $534.39 to $535.38, 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 (4) to this Form 4.
F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $535.62 to $536.61, inclusive.
F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $536.68 to $537.67, inclusive.
F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $537.81 to $538.80, inclusive.
F5The 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.
F6The 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.
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"). 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.
F8The option is fully vested.
F9The option is fully vested.

Remarks

All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.