SEC FORM 4

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

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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^*

Page Lawrence

(Last)

(First)

(Middle)

C/O GOOGLE INC.

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	02/18/2015		C		16,666	A	$0	16,666	D
Class A Common Stock⁽¹⁾	02/18/2015		S		411	D	$540.3851⁽²⁾	16,255	D
Class A Common Stock⁽¹⁾	02/18/2015		S		2,641	D	$541.3678⁽³⁾	13,614	D
Class A Common Stock⁽¹⁾	02/18/2015		S		1,837	D	$542.2149⁽⁴⁾	11,777	D
Class A Common Stock⁽¹⁾	02/18/2015		S		2,938	D	$543.4889⁽⁵⁾	8,839	D
Class A Common Stock⁽¹⁾	02/18/2015		S		3,890	D	$544.2965⁽⁶⁾	4,949	D
Class A Common Stock⁽¹⁾	02/18/2015		S		2,061	D	$545.2476⁽⁷⁾	2,888	D
Class A Common Stock⁽¹⁾	02/18/2015		S		2,176	D	$546.2321⁽⁸⁾	712	D
Class A Common Stock⁽¹⁾	02/18/2015		S		712	D	$547.2549⁽⁹⁾	0	D
Class C Capital Stock⁽¹⁰⁾	02/18/2015		S		1,337	D	$538.4561⁽¹¹⁾	22,545,571	D
Class C Capital Stock⁽¹⁰⁾	02/18/2015		S		2,816	D	$539.1385⁽¹²⁾	22,542,755	D
Class C Capital Stock⁽¹⁰⁾	02/18/2015		S		900	D	$540.3611⁽¹³⁾	22,541,855	D
Class C Capital Stock⁽¹⁰⁾	02/18/2015		S		3,781	D	$541.4011⁽¹⁴⁾	22,538,074	D
Class C Capital Stock⁽¹⁰⁾	02/18/2015		S		3,293	D	$542.3686⁽¹⁵⁾	22,534,781	D
Class C Capital Stock⁽¹⁰⁾	02/18/2015		S		2,681	D	$543.4969⁽¹⁶⁾	22,532,100	D
Class C Capital Stock⁽¹⁰⁾	02/18/2015		S		1,150	D	$544.3939⁽¹⁷⁾	22,530,950	D
Class C Capital Stock⁽¹⁰⁾	02/18/2015		S		708	D	$545.2237⁽¹⁸⁾	22,530,242	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0	02/18/2015		C			16,666	⁽¹⁹⁾	⁽²⁰⁾	Class A Common Stock	16,666	$0	22,530,242	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $540.83 to $541.82, 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 (17) 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 $540.83 to $541.82, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $541.83 to $542.82, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $542.83 to $543.82, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $543.83 to $544.82, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $544.87 to $545.86, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $545.92 to $546.91, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $547.12 to $548.11, inclusive.

10. This stock was received by the Reporting Person pursuant to a stock dividend declared by Google Inc. on January 29, 2014. As a result of the dividend, all holders of record of Class A Common Stock and Class B 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 and one share of Class C Capital Stock for each share of Class B Common Stock outstanding.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $537.74 to $538.73, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $538.82 to $539.81, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $539.83 to $540.82, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $540.87 to $541.86, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $541.90 to $542.89, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $542.94 to $543.93, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $544.00 to $544.99, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $545.34 to $546.33, inclusive.

19. All shares are exercisable as of the transaction date.

20. There is no expiration date for the Issuer's Class B Common Stock.

Remarks:

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

	/s/ Valentina Margulis as attorney-in-fact for Lawrence Page	02/20/2015
	** 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).
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