SEC Form 4 · accession 0001127602-15-026248

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

Aug 28, 2015

Accepted (ET)

Aug 31, 2015 · 5:48 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 A Common Stock^F1	Aug 28, 2015	C	16,670	$0.00	A	16,670	D
Class C Capital Stock^F2	Aug 28, 2015	S	889	$625.6615	D	21,268,494	D
Class C Capital Stock^F3	Aug 28, 2015	S	2,349	$626.628	D	21,266,145	D
Class C Capital Stock^F4	Aug 28, 2015	S	4,376	$627.5824	D	21,261,769	D
Class C Capital Stock^F5	Aug 28, 2015	S	3,745	$628.4798	D	21,258,024	D
Class C Capital Stock^F6	Aug 28, 2015	S	2,796	$629.5398	D	21,255,228	D
Class C Capital Stock^F7	Aug 28, 2015	S	1,000	$630.8064	D	21,254,228	D
Class C Capital Stock^F8	Aug 28, 2015	S	700	$631.6204	D	21,253,528	D
Class C Capital Stock	Aug 28, 2015	S	100	$632.55	D	21,253,428	D
Class C Capital Stock^F9	Aug 28, 2015	S	615	$635.0183	D	21,252,813	D
Class C Capital Stock	Aug 28, 2015	S	100	$635.93	D	21,252,713	D
Class A Common Stock^F1,F10	Aug 28, 2015	S	800	$654.8725	D	15,870	D
Class A Common Stock^F1,F11	Aug 28, 2015	S	2,413	$655.8108	D	13,457	D
Class A Common Stock^F1,F12	Aug 28, 2015	S	4,248	$656.7545	D	9,209	D
Class A Common Stock^F1,F13	Aug 28, 2015	S	3,828	$657.6908	D	5,381	D
Class A Common Stock^F1,F14	Aug 28, 2015	S	2,091	$658.8325	D	3,290	D
Class A Common Stock^F1,F15	Aug 28, 2015	S	1,615	$659.7472	D	1,675	D
Class A Common Stock^F1,F16	Aug 28, 2015	S	775	$660.7832	D	900	D
Class A Common Stock^F1,F17	Aug 28, 2015	S	200	$662.035	D	700	D
Class A Common Stock^F1,F18	Aug 28, 2015	S	200	$664.27	D	500	D
Class A Common Stock^F1,F19	Aug 28, 2015	S	500	$665.432	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^F20,F21	$0.00	Aug 28, 2015	C	16,670	D	—	—	Class A Common Stock	16,670	21,192,644	D

Explanation of responses

F1Each 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.
F10These shares were sold in multiple transactions at prices ranging from $654.24 to $655.23, inclusive.
F11These shares were sold in multiple transactions at prices ranging from $655.24 to $656.23, inclusive.
F12These shares were sold in multiple transactions at prices ranging from $656.24 to $657.23, inclusive.
F13These shares were sold in multiple transactions at prices ranging from $657.25 to $658.24, inclusive.
F14These shares were sold in multiple transactions at prices ranging from $658.26 to $659.25, inclusive.
F15These shares were sold in multiple transactions at prices ranging from $659.38 to $660.37, inclusive.
F16These shares were sold in multiple transactions at prices ranging from $660.39 to $661.38, inclusive.
F17These shares were sold in multiple transactions at prices ranging from $661.72 to $662.71, inclusive.
F18These shares were sold in multiple transactions at prices ranging from $664.05 to $665.04, inclusive.
F19These shares were sold in multiple transactions at prices ranging from $665.05 to $666.04, inclusive.
F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $625.01 to $626.00, 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 (19) to this Form 4.
F20All shares are exercisable as of the transaction date.
F21There is no expiration date for the Issuer's Class B Common Stock.
F3These shares were sold in multiple transactions at prices ranging from $626.02 to $627.01, inclusive.
F4These shares were sold in multiple transactions at prices ranging from $627.03 to $628.02, inclusive.
F5These shares were sold in multiple transactions at prices ranging from $628.05 to $629.04, inclusive.
F6These shares were sold in multiple transactions at prices ranging from $629.07 to $630.06, inclusive.
F7These shares were sold in multiple transactions at prices ranging from $630.32 to $631.31, inclusive.
F8These shares were sold in multiple transactions at prices ranging from $631.36 to $632.35, inclusive.
F9These shares were sold in multiple transactions at prices ranging from $634.64 to $635.63, inclusive.

Remarks

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