FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Google Inc. [ GOOG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock(1) | 08/01/2012 | S | 665 | D | $637.3 | 2,189 | D | |||
Class A Common Stock(1) | 2,090 | I | By Spouse | |||||||
Class A Common Stock | 757 | D | ||||||||
Google Stock Unit(2) | 3,125 | D | ||||||||
Google Stock Unit(3) | 3,201 | D | ||||||||
Google Stock Unit(4) | 4,323 | D | ||||||||
Google Stock Unit(5) | 22,478 | D | ||||||||
Google Stock Unit(6) | 12,509 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | $0 | (7) | (8) | Class A Common Stock | 22,332 | 22,332 | D | ||||||||
Option To Purchase Class A Common Stock | $635.15 | 04/25/2016 | 04/04/2022 | Class A Common Stock | 44,955 | 44,955 | D | ||||||||
Option To Purchase Class A Common Stock | $635.15 | 04/25/2015 | 04/04/2022 | Class A Common Stock | 8,646 | 8,646 | D | ||||||||
Option To Purchase Class A Common Stock | $564.35 | (9) | 12/01/2020 | Class A Common Stock | 9,998 | 9,998 | D | ||||||||
Option To Purchase Class A Common Stock | $574.18 | (10) | 04/06/2021 | Class A Common Stock | 29,288 | 29,288 | D | ||||||||
Option To Purchase Class A Common Stock | $308.57 | (11) | 03/01/2017 | Class A Common Stock | 30,000 | 30,000 | D | ||||||||
Option To Purchase Class A Common Stock | $318.92 | (9) | 03/04/2019 | Class A Common Stock | 34,138 | 34,138 | D |
Explanation of Responses: |
1. Each 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. |
2. The 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 GSU vests. The GSUs vest as follows: 1/4th of the GSUs vested on 12/1/2011 and 1/16th of GSUs vest each quarter thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates. |
3. The GSUs vest as follows: 25% of GSUs shall vest 12 months after vesting commencement date (3/4/09) and 1/16th of shares shall vest each quarter thereafter, subject to the Reporting Person's continuing employment with Google on the applicable vesting dates. |
4. 100% of GSUs will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date. |
5. 100% of GSUs will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date. |
6. 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. |
7. All shares are exercisable as of the transaction date. |
8. There is no expiration date for Google Inc.'s Class B Common Stock. |
9. The 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. |
10. The 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. |
11. The option is fully vested. |
Remarks: |
Sale reported in this Form 4 was effected in accordance with the 10b5-1 Trading Plan adopted by the Reporting Person. |
/s/ Valentina Margulis, attorney-in-fact for David C. Drummond | 08/01/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |