SEC Form 4 · accession 0001127602-15-025924
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
Aug 25, 2015
Accepted (ET)
Aug 26, 2015 · 6:15 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 | Aug 25, 2015 | C | 2,625 | $0.00 | D | 79,746 | D | |
| Class C Capital Stock | Aug 25, 2015 | C | 2,625 | $0.00 | A | 1,255,358 | D | |
| Class C Google Stock UnitF1 | Aug 25, 2015 | F | 2,866 | $589.61 | D | 76,880 | D | |
| Class A Google Stock UnitF3 | Aug 25, 2015 | C | 2,625 | $0.00 | D | 79,746 | D | |
| Class A Common Stock | Aug 25, 2015 | C | 2,625 | $0.00 | A | 57,865 | D | |
| Class A Google Stock UnitF3 | Aug 25, 2015 | F | 2,866 | $618.11 | D | 76,880 | D | |
| Class C Capital Stock | holding | — | — | — | 148,588 | I | By Schmidt Investments LP | |
| Class C Capital Stock | holding | — | — | — | 661,898 | I | By Schmidt Investments LP Fund II | |
| Class C Capital Stock | holding | — | — | — | 2,464,691 | 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 StockF4,F5 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 1,194,309 | 1,194,309 | D |
| Class B Common StockF4,F5 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 148,182 | 148,182 | I |
| Class B Common StockF4,F5 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 660,086 | 660,086 | I |
| Class B Common StockF4,F5 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 2,457,932 | 2,457,932 | I |
| Option to Purchase Class C Capital StockF6,F7 | $305.388 | holding | — | — | — | — | Feb 2, 2021 | Class C Capital Stock | 181,840 | 181,840 | D |
| Option To Purchase Class A Common StockF7 | $306.612 | holding | — | — | — | — | Feb 2, 2021 | Class A Common Stock | 181,840 | 181,840 | D |
Explanation of responses
- F1This 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.
- F2Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
- F3The 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.
- F4All shares are exercisable as of the transaction date.
- F5There is no expiration date for the Issuer's Class B Common Stock.
- 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 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.
- F7The 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.