SEC Form 4 · accession 0001127602-15-022477
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ann Mather
Director
Period of report
Jul 6, 2015
Accepted (ET)
Jul 7, 2015 · 1:11 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 | Jul 6, 2015 | M | 1,000 | $0.00 | A | 2,413 | D | |
| Class A Common Stock | Jul 6, 2015 | S | 1,000 | $542.25 | D | 1,413 | D | |
| Class C Capital Stock | Jul 6, 2015 | M | 1,000 | $0.00 | A | 2,590 | D | |
| Class C Capital Stock | Jul 6, 2015 | S | 1,000 | $519.44 | D | 1,590 | D | |
| Class C Google Stock UnitF1 | holding | — | — | — | 14 | D | ||
| Class C Google Stock UnitF2 | holding | — | — | — | 469 | D | ||
| Class C Google Stock UnitF1 | holding | — | — | — | 199 | D | ||
| Class C Google Stock UnitF1 | holding | — | — | — | 151 | D | ||
| Class A Google Stock UnitF3 | holding | — | — | — | 14 | D | ||
| Class A Google Stock UnitF4 | holding | — | — | — | 199 | D | ||
| Class A Google Stock UnitF5 | holding | — | — | — | 151 | 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 StockF6,F7 | $207.4591 | Jul 6, 2015 | M | 1,000 | D | Dec 1, 2005 | Dec 1, 2015 | Class A Common Stock | 1,000 | 7,000 | D |
| Option to Purchase Class C Capital StockF8 | $206.631 | Jul 6, 2015 | M | 1,000 | D | Apr 2, 2014 | Dec 1, 2015 | Class C Capital Stock | 1,000 | 7,000 | D |
Explanation of responses
- F11/48th of the grant vests monthly on the 25th day of each month, subject to continued service on such dates.
- F21/48th 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 such vesting dates.
- F31/48th of GSUs shall vest on July 25, 2011 and an additional 1/48th will vest monthly thereafter until the units are fully vested, subject to continued service on such vesting dates.
- F41/48th 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.
- F51/48th 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.
- F6On 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.
- F7The option is a subject to the terms and conditions of Google Inc.'s 2004 Stock Plan and is fully vested.
- F8On 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.