SEC Form 4 · accession 0001127602-15-024817
GOOGLE INC. · GOOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David C Drummond
Officer — SVP, Corporate Development
Period of report
Aug 12, 2015
Accepted (ET)
Aug 12, 2015 · 7:11 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 | Aug 12, 2015 | M | 2,500 | $0.00 | A | 5,659 | D | |
| Class A Common Stock | Aug 12, 2015 | S | 2,500 | $694.49 | D | 3,159 | D | |
| Class C Capital Stock | Aug 12, 2015 | M | 2,500 | $0.00 | A | 24,243 | D | |
| Class C Capital Stock | Aug 12, 2015 | S | 2,500 | $663.08 | D | 21,743 | D | |
| Class A Common Stock | Aug 12, 2015 | S | 3,159 | $694.49 | D | 0 | D | |
| Class C Capital Stock | Aug 12, 2015 | S | 3,159 | $663.08 | D | 18,584 | D | |
| Class A Common Stock | holding | — | — | — | 2,090 | I | By Spouse | |
| Class C Capital Stock | holding | — | — | — | 2,095 | I | By Spouse | |
| Class C Google Stock UnitF1 | holding | — | — | — | 22,478 | D | ||
| Class C Google Stock UnitF2 | holding | — | — | — | 1,221 | D | ||
| Class C Google Stock UnitF3 | holding | — | — | — | 70,788 | D | ||
| Class A Google Stock UnitF1 | holding | — | — | — | 22,478 | D | ||
| Class A Google Stock UnitF4 | holding | — | — | — | 1,221 | 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 StockF5,F6 | $154.5936 | Aug 12, 2015 | M | 2,500 | D | — | Mar 1, 2017 | Class A Common Stock | 2,500 | 27,500 | D |
| Option to Purchase Class C Capital StockF5,F6 | $153.9765 | Aug 12, 2015 | M | 2,500 | D | — | Mar 1, 2017 | Class C Capital Stock | 2,500 | 27,500 | D |
| Class B Common StockF7,F8 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 21,332 | 21,332 | D |
| Option to Purchase Class C Capital StockF9 | $316.9399 | holding | — | — | — | Apr 25, 2016 | Apr 4, 2022 | Class C Capital Stock | 44,955 | 44,955 | D |
| Option to Purchase Class C Capital StockF10 | $316.9339 | holding | — | — | — | Apr 25, 2015 | Apr 4, 2022 | Class C Capital Stock | 8,646 | 8,646 | D |
| Option to Purchase Class C Capital StockF11,F12 | $281.6107 | holding | — | — | — | — | Dec 1, 2020 | Class C Capital Stock | 9,998 | 9,998 | D |
| Option to Purchase Class C Capital StockF13,F14 | $286.5159 | holding | — | — | — | — | Apr 6, 2021 | Class C Capital Stock | 29,288 | 29,288 | D |
| Option to Purchase Class C Capital StockF15,F12 | $159.1411 | holding | — | — | — | — | Mar 4, 2019 | Class C Capital Stock | 34,138 | 34,138 | D |
| Option To Purchase Class A Common StockF9 | $318.2102 | holding | — | — | — | Apr 25, 2016 | Apr 4, 2022 | Class A Common Stock | 44,955 | 44,955 | D |
| Option To Purchase Class A Common StockF10 | $318.2102 | holding | — | — | — | Apr 25, 2015 | Apr 4, 2022 | Class A Common Stock | 8,646 | 8,646 | D |
| Option To Purchase Class A Common StockF12 | $159.779 | holding | — | — | — | — | Mar 4, 2019 | Class A Common Stock | 34,138 | 34,138 | D |
| Option To Purchase Class A Common StockF11,F12 | $282.7394 | holding | — | — | — | — | Dec 1, 2020 | Class A Common Stock | 9,998 | 9,998 | D |
| Option To Purchase Class A Common StockF13,F14 | $287.6642 | holding | — | — | — | — | Apr 6, 2021 | Class A Common Stock | 29,288 | 29,288 | D |
Explanation of responses
- F1100% of the grant will vest on April 25, 2016, subject to continued employment on such date.
- F10On 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 8,646 shares of Class A Common Stock at an exercise price of $635.15 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 8,646 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 $318.2102 and the portion of the option covering Class C Capital Stock has an exercise price of $316.9399 per share.
- 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 9,998 shares of Class A Common Stock at an exercise price of $564.35 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 9,998 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 $282.7394 and the portion of the option covering Class C Capital Stock has an exercise price of $281.6107 per share.
- F12The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
- F13On 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 29,288 shares of Class A Common Stock at an exercise price of $574.18 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 29,288 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 $287.6642 and the portion of the option covering Class C Capital Stock has an exercise price of $286.5159 per share.
- F14The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
- F15On 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 34,138 shares of Class A Common Stock at an exercise price of $318.92 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 34,138 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 $159.779 and the portion of the option covering Class C Capital Stock has an exercise price of $159.1411 per share.
- F2The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Common Stock for each share underlying the Class C GSU as the Class C GSU vests. This grant vests as follows: 1/48th of the grant vested on the vesting start date (1/6/2012) and 1/48th of the grant vests each month thereafter, subject to the Reporting Persons's continued employment with Google on the applicable vesting dates.
- F3100% of GSUs will vest on April 25, 2018, subject to continued employment on such vesting date.
- F4The Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class A Common Stock for each share underlying the GSU as the GSU vests.The GSUs vest as follows: 1/48th of the GSUs shall vest on the vesting start date (1/6/2012) and 1/48th each month thereafter, subject to the Reporting Persons's continued employment with Google on the applicable vesting dates.
- F5On 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 30,000 shares of Class A Common Stock at an exercise price of $308.57 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 30,000 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 $154.5936 and the portion of the option covering Class C Capital Stock has an exercise price of $153.9765 per share.
- F6The option is fully vested.
- F7All shares are exercisable as of the transaction date.
- F8There is no expiration date for Google Inc.'s Class B Common Stock.
- F9On 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 44,955 shares of Class A Common Stock at an exercise price of $635.15 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 44,955 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 $318.2102 and the portion of the option covering Class C Capital Stock has an exercise price of $316.9399 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.