SEC Form 4 · accession 0001127602-15-018865

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 28, 2015

Accepted (ET)

May 28, 2015 · 6:02 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 C Capital Stock^F1	May 28, 2015	S	3,189	$537.1148	D	21,669,528	D
Class C Capital Stock^F2	May 28, 2015	S	2,656	$538.0521	D	21,666,872	D
Class C Capital Stock^F3	May 28, 2015	S	5,154	$538.9795	D	21,661,718	D
Class C Capital Stock^F4	May 28, 2015	S	5,667	$539.8695	D	21,656,051	D
Class A Common Stock^F5	May 28, 2015	C	16,666	$0.00	A	16,666	D
Class A Common Stock^F5,F6	May 28, 2015	S	2,218	$551.8097	D	14,448	D
Class A Common Stock^F5,F7	May 28, 2015	S	3,409	$552.7729	D	11,039	D
Class A Common Stock^F5,F8	May 28, 2015	S	5,499	$553.7956	D	5,540	D
Class A Common Stock^F5,F9	May 28, 2015	S	4,558	$554.7273	D	982	D
Class A Common Stock^F5,F10	May 28, 2015	S	982	$555.5006	D	0	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^F11,F12	$0.00	May 28, 2015	C	16,666	D	—	—	Class A Common Stock	16,666	21,595,982	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $536.51 to $537.50, 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 (4) and (6) through (10) to this Form 4.
F10The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $555.32 to $556.31, inclusive.
F11All shares are exercisable as of the transaction date.
F12There 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 $537.51 to $538.50, inclusive.
F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $538.51 to $539.50, inclusive.
F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $539.51 to $540.50, inclusive.
F5Each 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.
F6The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $551.27 to $552.26, inclusive.
F7The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $552.28 to $553.27, inclusive.
F8The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $553.28 to $554.27, inclusive.
F9The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $554.28 to $555.27, inclusive.

Remarks

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