-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KHY66rUwWLcFzpTHqlr2Q5SeS5mR+uqLyXfNWsoRMVt6MTt+XIZRyQTrLrRRkm2e rCfpmtbtxf+iKnxLJnW6ag== 0001193125-09-031406.txt : 20090217 0001193125-09-031406.hdr.sgml : 20090216 20090217172429 ACCESSION NUMBER: 0001193125-09-031406 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brin Sergey CENTRAL INDEX KEY: 0001295032 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 650-623-4000 MAIL ADDRESS: STREET 1: 1600 AMIPHITHEATRE PARKWAY STREET 2: BUILDING 41 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Google Inc. CENTRAL INDEX KEY: 0001288776 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770493581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80032 FILM NUMBER: 09615842 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650 623 4000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 3 Schedule 13G Amendment No. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

 

 

Google Inc.

(Name of Issuer)

 

 

Class A Common Stock

Class B Common Stock

(Title of Class of Securities)

 

 

Class A Common Stock: 38259P508

Class B Common Stock: Not Applicable

(CUSIP Number)

 

 

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 38259P508      

 

 

  1.  

Names of Reporting Persons.

 

Sergey Brin

    
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Citizenship or Place of Organization

 

United States of America

    

 

Number of  

Shares  

Beneficially  

Owned by  

Such  

Reporting  

Person  

With:  

 

  

  5.    Sole Voting Power

 

        28,611,862 (1)

 

  6.    Shared Voting Power

 

        0

 

  7.    Sole Dispositive Power

 

        28,611,862 (1)

 

  8.    Shared Dispositive Power

 

        0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

28,611,862 (1)

    
10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 

    
11.  

Percent of Class Represented by Amount in Row (9)

 

10.7% (1)(2)

    
12.  

Type of Reporting Person (See Instructions)

 

IN

    

 

(1) Consists of 28,611,862 shares of Class B Common Stock held directly by Mr. Brin. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

 

(2) Assumes conversion of all such reporting person’s shares of Class B Common Stock into shares of Class A Common Stock.

Item 1.

 

  (a) Name of Issuer:

Google Inc.

 

  (b) Address of Issuer’s Principal Executive Offices:

1600 Amphitheatre Parkway, Mountain View, CA 94043

 

Item 2.

 

  (a) Name of Person Filing:

Sergey Brin

 

  (b) Address of Principal Business Office or, if none, Residence:

c/o Google Inc., 1600 Amphitheatre Parkway, Mountain View, CA 94043

 

  (c) Citizenship:

United States of America

 

  (d) Title of Class of Securities:

Class A Common Stock and Class B Common Stock

 

  (e) CUSIP Number:

Class A Common Stock: 38259P508

Class B Common Stock: Not Applicable

 

Item 3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

    ¨      Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

    ¨      Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

    ¨      Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

    ¨      Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

    ¨      An investment adviser in accordance with §240.13d-l(b)(1)(ii)(E);

(f)

    ¨      An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F);

(g)

    ¨      A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G);

(h)

    ¨      A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

    ¨      A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

    ¨      Group, in accordance with §240.13d-l(b)(l)(ii)(J).

 

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Pursuant to Rule 13d-3(d)(1), all shares of Class B Common Stock (which are convertible into shares of Class A Common Stock) held by the reporting person were deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Common Stock beneficially owned by the reporting person and (ii) calculating the percentages of the Class A Common Stock owned by such person. Consequently, all Class A Common Stock amounts and percentages are inclusive of the Class B Common Stock amounts and percentages set forth herein. The percentages of ownership set forth below are based on 240,099,511 shares of Class A Common Stock and 75,040,973 shares of Class B Common Stock outstanding at December 31, 2008.

 

Sergey Brin

    Class A     Class B  

(a)

    Amount beneficially owned:    28,611,862     28,611,862  

(b)

    Percent of class:    10.7 %   38.1 %

(c)

    Number of shares as to which the person has:     
  

(i)     Sole power to vote or to direct the vote

    28,611,862     28,611,862  
  

(ii)    Shared power to vote or to direct the vote

    0     0  
  

(iii)  Sole power to dispose or to direct the disposition of

    28,611,862     28,611,862  
  

(iv)   Shared power to dispose or to direct the disposition of

    0     0  

 

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certifications.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 17, 2008
Date
/s/ Sergey Brin
Signature

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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