SEC Form 4 · accession 0001127602-15-018740
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric E Schmidt
Officer — Executive Chairman of Board · Director
Period of report
May 26, 2015
Accepted (ET)
May 27, 2015 · 6:44 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 Google Stock UnitF1 | May 26, 2015 | F | 2,866 | $554.52 | D | 84,996 | D | |
| Class A Google Stock UnitF1 | May 26, 2015 | C | 2,625 | $0.00 | D | 82,371 | D | |
| Class A Common Stock | May 26, 2015 | C | 2,625 | $0.00 | A | 55,240 | D | |
| Class C Google Stock UnitF4 | May 26, 2015 | C | 2,625 | $0.00 | D | 85,237 | D | |
| Class C Capital StockF5 | May 26, 2015 | C | 2,625 | $0.00 | A | 1,252,733 | D | |
| Class C Google Stock UnitF4 | May 26, 2015 | F | 2,866 | $540.11 | D | 82,371 | D | |
| Class C Capital StockF6 | holding | — | — | — | 148,588 | I | By Schmidt Investments LP | |
| Class C Capital StockF7 | holding | — | — | — | 661,898 | I | By Schmidt Investments LP Fund II | |
| Class C Capital StockF8 | holding | — | — | — | 2,468,779 | I | By The Schmidt Family Living Trust |
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 StockF9,F10 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 1,194,309 | 1,194,309 | D |
| Class B Common StockF9,F10 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 148,182 | 148,182 | I |
| Class B Common StockF9,F10 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 660,086 | 660,086 | I |
| Class B Common StockF9,F10 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 2,462,020 | 2,462,020 | I |
| Option to Purchase Class C Capital StockF11,F12 | $305.388 | holding | — | — | — | — | Feb 2, 2021 | Class C Capital Stock | 181,840 | 181,840 | D |
| Option To Purchase Class A Common StockF12 | $306.612 | holding | — | — | — | — | Feb 2, 2021 | Class A Common Stock | 181,840 | 181,840 | D |
Explanation of responses
- F1The GSUs vest as follow: 1/16th of the GSUs will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.
- F10There is no expiration date for the Issuer's Class B Common Stock.
- 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 181,840 shares of Class A Common Stock at an exercise price of $612.00 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 181,840 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 $306.612 and the portion of the option covering Class C Capital Stock has an exercise price of $305.388 per share.
- F12The option provided for vesting as follows: 25% of the option shall vest 12 months after vesting commencement date and 1/48th of shares shall vest each month thereafter until the option is fully vested, subject to continued employment with Google on the applicable vesting dates.
- F2Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
- F3Vesting of GSUs grant of which was previously reported in Form 4.
- F4This grant vests as follow: 1/16th of the grant will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.
- F5Includes 3,422 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.
- F6Includes 406 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.
- F7Includes 1,812 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.
- F8Includes 6,759 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.
- F9All shares are exercisable as of the transaction date.