SEC Form 4 · accession 0001127602-15-015889

GOOGLE INC. · GOOG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sergey Brin

Officer — Co-Founder · Director · 10% Owner

Period of report

May 1, 2015

Accepted (ET)

May 1, 2015 · 9:49 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 A Common Stock^F1	May 1, 2015	C	16,670	$0.00	A	16,670	D
Class A Common Stock^F1,F2	May 1, 2015	S	2,105	$544.6486	D	14,565	D
Class A Common Stock^F1,F3	May 1, 2015	S	2,894	$545.9088	D	11,671	D
Class A Common Stock^F1,F4	May 1, 2015	S	3,297	$546.7869	D	8,374	D
Class A Common Stock^F1,F5	May 1, 2015	S	2,080	$547.763	D	6,294	D
Class A Common Stock^F1,F6	May 1, 2015	S	1,678	$548.8402	D	4,616	D
Class A Common Stock^F1,F7	May 1, 2015	S	3,519	$549.8054	D	1,097	D
Class A Common Stock^F1,F8	May 1, 2015	S	1,097	$550.5379	D	0	D
Class C Capital Stock^F9,F10	May 1, 2015	S	2,256	$533.0596	D	21,810,394	D
Class C Capital Stock^F9,F11	May 1, 2015	S	2,638	$534.3306	D	21,807,756	D
Class C Capital Stock^F9,F12	May 1, 2015	S	4,634	$535.0735	D	21,803,122	D
Class C Capital Stock^F9,F13	May 1, 2015	S	1,716	$536.2086	D	21,801,406	D
Class C Capital Stock^F9,F14	May 1, 2015	S	5,126	$537.4005	D	21,796,280	D
Class C Capital Stock^F9,F15	May 1, 2015	S	300	$538.2333	D	21,795,980	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 Stock^F16,F17	$0.00	May 1, 2015	C	16,670	D	—	—	Class A Common Stock	16,670	21,795,980	D

Explanation of responses

F1Each 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.
F10The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $532.64 to $533.63, inclusive.
F11The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $533.65 to $534.64, inclusive.
F12The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $534.68 to $535.67, inclusive.
F13The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $535.83 to $536.82, inclusive.
F14The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $536.98 to $537.97, inclusive.
F15The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $538.04 to $539.03, inclusive.
F16All shares are exercisable as of the transaction date.
F17There is no expiration date for the Issuer's Class B Common Stock.
F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $544.15 to $545.14, 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 (2) through (15) to this Form 4.
F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $545.31 to $546.30, inclusive.
F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $546.31 to $547.30, inclusive.
F5The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $547.33 to $548.32, inclusive.
F6The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $548.36 to $549.35, inclusive.
F7The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $549.36 to $550.35, inclusive.
F8The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $550.41 to $551.40, inclusive.
F9This 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.

Remarks

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