SEC Form 4 · accession 0001127602-15-016759

GOOGLE INC. · GOOG

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

Reporting owner

Patrick Pichette

Officer — SVP & Chief Financial Officer

Period of report

May 6, 2015

Accepted (ET)

May 8, 2015 · 5:47 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 6, 2015	M	610	$0.00	A	941	D
Class A Common Stock	May 6, 2015	M	610	$0.00	A	941	D
Class A Common Stock	May 6, 2015	S	610	$543.19	D	331	D
Class C Capital Stock	May 6, 2015	S	610	$531.24	D	331	D
Class C Google Stock Unit^F1	May 6, 2015	F	160	$530.80	D	2,281	D
Class C Google Stock Unit^F1	May 6, 2015	C	145	$0.00	D	2,136	D
Class C Capital Stock	May 6, 2015	C	145	$0.00	A	476	D
Class A Google Stock Unit^F4	May 6, 2015	F	160	$543.05	D	2,281	D
Class A Google Stock Unit^F4	May 6, 2015	C	145	$0.00	D	2,136	D
Class A Common Stock	May 6, 2015	C	145	$0.00	A	476	D
Class C Capital Stock^F5	holding	—	—		—	5,259	I	By The Bay Meadow L.P.
Class A Common Stock	holding	—	—		—	5,245	I	By The Bay Meadow L.P.
Class C Google Stock Unit^F6	holding	—	—		—	30,259	D
Class C Google Stock Unit^F7	holding	—	—		—	70,788	D
Class A Google Stock Unit^F8	holding	—	—		—	30,259	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^F9,F10	$286.5159	May 6, 2015	M	610	D	—	Apr 6, 2021	Class C Capital Stock	610	4,272	D
Option To Purchase Class A Common Stock^F9,F10	$287.6642	May 6, 2015	M	610	D	—	Apr 6, 2021	Class A Common Stock	610	4,272	D
Option to Purchase Class C Capital Stock^F11	$316.9399	holding	—	—	—	Apr 25, 2016	Apr 4, 2022	Class C Capital Stock	60,517	60,517	D
Option To Purchase Class A Common Stock^F11	$318.2102	holding	—	—	—	Apr 25, 2016	Apr 4, 2022	Class A Common Stock	60,517	60,517	D

Explanation of responses

F1The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Common Stock for each share underlying the Class C GSU as the Class C GSU vests. This grant vests as follows: 1/48th of the Class C GSUs vested on the vesting start date (1/6/2012) and 1/48th vests each month thereafter until the units are fully vested, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
F10The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter until the option is fully vested, subject to the Reporting Person's continued employment with Google on the applicable vesting 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 60,517 shares of Class A Common Stock at an exercise price of $635.15 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 60,517 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 $318.2102 and the portion of the option covering Class C Capital Stock has an exercise price of $316.9399 per share.
F2Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
F3Vesting of GSUs grant of which was previously reported in Form 4.
F4The GSUs vest as follows: 1/48th of the GSUs vested on the vesting start date (1/6/2012) and 1/48th vests each month thereafter until the units are fully vested, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
F5Includes 14 dividend shares of Class C capital stock received on May 4, 2015 as an adjustment payment made by Google Inc. to holders of Class C capital stock pursuant to the Revised Stipulation of Compromise and Settlement regarding The Google, Inc. Class C Shareholder Litigation.
F6The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Common Stock for each share underlying the Class C GSU as the Class C GSU vests. 100% of the grant will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.
F7100% of GSUs will vest on April 25, 2018, subject to continued employment on such vesting date.
F8100% of GSUs will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.
F9On 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 12,204 shares of Class A Common Stock at an exercise price of $574.18 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 12,204 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 $287.6642 and the portion of the option covering Class C Capital Stock has an exercise price of $286.5159 per share.

Remarks

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