SEC Form 4 · accession 0001127602-15-017080
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ann Mather
Director
Period of report
May 12, 2015
Accepted (ET)
May 13, 2015 · 3:14 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 Common Stock | May 12, 2015 | M | 1,000 | $0.00 | A | 2,343 | D | |
| Class C Capital Stock | May 12, 2015 | M | 1,000 | $0.00 | A | 2,493 | D | |
| Class A Common Stock | May 12, 2015 | S | 1,000 | $542.81 | D | 1,343 | D | |
| Class C Capital StockF1 | May 12, 2015 | S | 1,000 | $531.60 | D | 1,493 | D | |
| Class C Google Stock Unit | holding | — | — | — | 42 | D | ||
| Class C Google Stock Unit | holding | — | — | — | 496 | D | ||
| Class C Google Stock Unit | holding | — | — | — | 216 | D | ||
| Class C Google Stock Unit | holding | — | — | — | 176 | D | ||
| Class A Google Stock Unit | holding | — | — | — | 42 | D | ||
| Class A Google Stock Unit | holding | — | — | — | 216 | D | ||
| Class A Google Stock Unit | 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 A Common StockF2 | $414.09 | May 12, 2015 | M | 1,000 | D | Dec 1, 2005 | Dec 1, 2015 | Class A Common Stock | 1,000 | 10,000 | D |
| Option to Purchase Class C Capital StockF3 | $206.631 | May 12, 2015 | M | 1,000 | D | Apr 2, 2014 | Dec 1, 2015 | Class C Capital Stock | 1,000 | 10,000 | D |
Explanation of responses
- F1Includes 3 dividend shares of Class C capital stock received 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.
- F2The option is a subject to the terms and conditions of Google Inc.'s 2004 Stock Plan and is fully vested.
- F3On 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.
Remarks
All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.