SEC Form 4 · accession 0001127602-15-017759
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L John Doerr
Director
Period of report
May 15, 2015
Accepted (ET)
May 18, 2015 · 6:56 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 Google Stock UnitF1 | Apr 27, 2015 | J | 13 | $0.00 | D | 176 | D | |
| Class C Capital Stock | Apr 27, 2015 | J | 13 | $0.00 | A | 3,163 | D | |
| Class A Google Stock UnitF1 | Apr 27, 2015 | J | 13 | $0.00 | D | 176 | D | |
| Class A Common Stock | Apr 27, 2015 | J | 13 | $0.00 | A | 3,030 | D | |
| Class C Google Stock UnitF3 | Apr 27, 2015 | J | 14 | $0.00 | D | 496 | D | |
| Class C Capital Stock | Apr 27, 2015 | J | 14 | $0.00 | A | 3,177 | D | |
| Class A Google Stock UnitF4 | Apr 27, 2015 | J | 13 | $0.00 | D | 42 | D | |
| Class A Common Stock | Apr 27, 2015 | J | 13 | $0.00 | A | 3,043 | D | |
| Class C Google Stock UnitF5 | Apr 27, 2015 | J | 13 | $0.00 | D | 42 | D | |
| Class C Capital Stock | Apr 27, 2015 | J | 13 | $0.00 | A | 3,190 | D | |
| Class C Google Stock UnitF6 | Apr 27, 2015 | J | 8 | $0.00 | D | 216 | D | |
| Class C Capital StockF7 | Apr 27, 2015 | J | 8 | $0.00 | A | 3,198 | D | |
| Class A Google Stock UnitF8 | Apr 27, 2015 | J | 8 | $0.00 | D | 216 | D | |
| Class A Common Stock | Apr 27, 2015 | J | 8 | $0.00 | A | 3,051 | D | |
| Class C Capital StockF9 | May 15, 2015 | S | 1,082 | $531.1848 | D | 1,023,414 | I | Vallejo Ventures Trust |
| Class C Capital StockF10 | May 15, 2015 | S | 1,475 | $532.2012 | D | 1,021,939 | I | Vallejo Ventures Trust |
| Class C Capital StockF11 | May 15, 2015 | S | 2,547 | $533.288 | D | 1,019,392 | I | Vallejo Ventures Trust |
| Class C Capital StockF12 | May 15, 2015 | S | 200 | $534.285 | D | 1,019,192 | I | Vallejo Ventures Trust |
| Class C Capital StockF13 | May 15, 2015 | S | 650 | $535.2708 | D | 1,018,542 | I | Vallejo Ventures Trust |
| Class C Capital StockF14,F15 | May 15, 2015 | S | 300 | $537.78 | D | 1,018,242 | I | Vallejo Ventures Trust |
| Class C Capital StockF16 | holding | — | — | — | 109,615 | I | The Benificus Foundation | |
| Class C Capital StockF17 | holding | — | — | — | 18,707 | I | The Hampton 1999 Trust | |
| Class C Capital StockF18 | holding | — | — | — | 18,707 | I | The Austin 1999 Trust | |
| Class A Common Stock | holding | — | — | — | 118,653 | I | The Benificus Foundation | |
| Class A Common Stock | holding | — | — | — | 18,656 | I | L. John Doerr Ttee The Austin 1999 Trust dtd 5/25/99 | |
| Class A Common Stock | holding | — | — | — | 18,656 | I | L. John Doerr Ttee The Hampton 1999 Trust dtd 5/25/99 |
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 StockF19,F20 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 1,117,447 | 1,117,447 | I |
Explanation of responses
- F11/48th 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.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $531.76 to $532.75, inclusive.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $532.77 to $533.76, inclusive.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $533.83 to $534.82, inclusive.
- F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $535.16 to $536.15, inclusive.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $537.54 to $538.53, inclusive.
- F15Includes 2,805 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.
- F16Includes 133 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.
- F17Includes 51 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.
- F18Includes 51 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.
- F19There is no exercisable date for the Issuer's Class B Common Stock.
- F2Vesting of GSUs grant of which was previously reported in Form 4.
- F20There is no expiration date for the Issuer's Class B Common Stock.
- F31/48th 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 the applicable vesting dates.
- F4The GSUs vest as follows: 1/48th of GSUs shall vest on the 25th day of the first month after the vesting start date and an additional 1/48th will vest monthly thereafter, subject to continued service on such vesting dates. Vesting start date is July 6, 2011.
- F5The GSUs vest as follows: 1/48th of GSUs shall vest on the 25th day of the first month after the vesting start date and an additional 1/48th will vest monthly thereafter, subject to continued service on such vesting dates. Vesting start date is July 6, 2011.
- F61/48th 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.
- F7Includes 8 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.
- F81/48th of the grant will vest on July 25, 2013 and an additional 1/48th will vest monthly on the 25th day of the month thereafter, subject to continued employment on such vesting dates.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $530.75 to $531.74, 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 this footnote.
Remarks
All sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.