SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
SCHMIDT ERIC E

(Last) (First) (Middle)
C/O GOOGLE INC.
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Google Inc. [ GOOG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman of Board
3. Date of Earliest Transaction (Month/Day/Year)
03/25/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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) 03/25/2014 C 800 A $0 800 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 2 D $1,147 798 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 7 D $1,147.5525(2) 791 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 17 D $1,148.65(3) 774 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 22 D $1,149.4131(4) 752 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 26 D $1,150.576(5) 726 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 16 D $1,151.5189(6) 710 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 9 D $1,152.69(7) 701 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 27 D $1,153.4653(8) 674 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 28 D $1,154.4788(9) 646 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 17 D $1,155.527(10) 629 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 27 D $1,156.602(11) 602 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 113 D $1,157.5872(12) 489 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 109 D $1,158.4682(13) 380 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 69 D $1,159.4849(14) 311 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 57 D $1,160.5956(15) 254 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 36 D $1,161.4748(16) 218 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 23 D $1,162.4(17) 195 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 26 D $1,163.59(18) 169 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 10 D $1,164.44(19) 159 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 27 D $1,165.53(20) 132 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 62 D $1,166.63(21) 70 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 52 D $1,167.42(22) 18 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 15 D $1,168.43(23) 3 I By Limited Partnership I
Class A Common Stock(1) 03/25/2014 S 3 D $1,169.34(24) 0 I By Limited Partnership I
Class A Common Stock(1) 39,992 D
Google Stock Unit(25) 22,730 D
Google Stock Unit(26) 87,862 D
Google Stock Unit(27) 2,067 D
Google Stock Unit(28) 1,094 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 03/25/2014 C 800 (29) (30) Class A Common Stock 800 $0 152,182 I By Limited Partnership I
Option To Purchase Class A Common Stock $612 (31) 02/02/2021 Class A Common Stock 181,840 181,840 D
Class B Common Stock $0 (29) (30) Class A Common Stock 1,194,309 1,194,309 D
Class B Common Stock $0 (29) (30) Class A Common Stock 701,411 701,411 I By Limited Partnership II
Class B Common Stock $0 (29) (30) Class A Common Stock 2,524,750 2,524,750 I By Trust
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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,147.01 to $1,148.00, 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 (1) through (24) to this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,148.01 to $1,149.00, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,149.01 to $1,150.00, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,150.01 to $1,151.00, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,151.01 to $1,152.00, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,152.01 to $1,153.00, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,153.01 to $1,154.00, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,154.01 to $1,155.00, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,155.01 to $1,156.00, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,156.01 to $1,157.00, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,157.01 to $1,158.00, inclusive.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,158.01 to $1,159.00, inclusive.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,159.01 to $1,160.00, inclusive.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,160.01 to $1,161.00, inclusive.
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,161.01 to $1,162.00, inclusive.
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,162.01 to $1,163.00, inclusive.
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,163.01 to $1,164.00, inclusive.
19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,164.01 to $1,165.00, inclusive.
20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,165.01 to $1,166.00, inclusive.
21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,166.01 to $1,167.00, inclusive.
22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,167.01 to $1,168.00, inclusive.
23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,168.01 to $1,169.00, inclusive.
24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,169.01 to $1,170.00, inclusive.
25. 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 the GSU vests. The GSUs vest as follows: 1/4th of the GSUs shall vest 12 months after vesting commencement date and 1/16th each quarter thereafter until the units are fully vested, subject to continued employment with Google on the applicable vesting dates.
26. The 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.
27. The GSUs vest as follows: 5/8 of the 8,266 shares vest on September 25, 2013 and 1/16th of the remaining GSUs will vest on November 2, 2013 and each quarter thereafter, subject to continued employment on the applicable vesting dates.
28. The GSUs vest as follows: 31/48 of the 4,773 shares vest on September 25, 2013 and 1/48th of the remaining GSUs will vest on October 2, 2013 and each month thereafter until the GSUs are fully vested, subject to continued employment with Google on the applicable vesting dates.
29. All shares are exercisable as of the transaction date.
30. There is no expiration date for the Issuer's Class B Common Stock.
31. The 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.
Remarks:
All of the transactions reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plan adopted by the Reporting Person.
/s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt 03/26/2014
** 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.