0001127602-13-018682.txt : 20130529 0001127602-13-018682.hdr.sgml : 20130529 20130529173944 ACCESSION NUMBER: 0001127602-13-018682 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130524 FILED AS OF DATE: 20130529 DATE AS OF CHANGE: 20130529 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHMIDT ERIC E CENTRAL INDEX KEY: 0001242463 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50726 FILM NUMBER: 13879286 MAIL ADDRESS: STREET 1: C/O GOOGLE INC STREET 2: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 4/A 1 form4a.xml PRIMARY DOCUMENT X0306 4/A 2013-05-24 2013-05-24 0001288776 Google Inc. GOOG 0001242463 SCHMIDT ERIC E C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 1 1 Executive Chairman of Board Class A Common Stock 2013-05-24 4 C 0 60480 0 A 60480 I By Trust Class A Common Stock 2013-05-24 4 S 0 6901 871.63 D 53579 I By Trust Class A Common Stock 2013-05-24 4 S 0 13840 872.66 D 39739 I By Trust Class A Common Stock 2013-05-24 4 S 0 17119 873.46 D 22620 I By Trust Class A Common Stock 2013-05-24 4 S 0 10146 874.42 D 12474 I By Trust Class A Common Stock 2013-05-24 4 S 0 8165 875.22 D 4309 I By Trust Class A Common Stock 2013-05-24 4 S 0 2411 876.60 D 1898 I By Trust Class A Common Stock 2013-05-24 4 S 0 1898 877.33 D 0 I By Trust Class A Common Stock 2013-05-24 4 C 0 16640 0 A 16640 I By Limited Partnership II Class A Common Stock 2013-05-24 4 S 0 1899 871.63 D 14741 I By Limited Partnership II Class A Common Stock 2013-05-24 4 S 0 3808 872.66 D 10933 I By Limited Partnership II Class A Common Stock 2013-05-24 4 S 0 4711 873.46 D 6222 I By Limited Partnership II Class A Common Stock 2013-05-24 4 S 0 2791 874.42 D 3431 I By Limited Partnership II Class A Common Stock 2013-05-24 4 S 0 2246 875.22 D 1185 I By Limited Partnership II Class A Common Stock 2013-05-24 4 S 0 663 876.60 D 522 I By Limited Partnership II Class A Common Stock 2013-05-24 4 S 0 522 877.33 D 0 I By Limited Partnership II Class A Common Stock 2013-05-24 4 C 0 2880 0 A 2880 I By Limited Partnership I Class A Common Stock 2013-05-24 4 S 0 329 871.63 D 2551 I By Limited Partnership I Class A Common Stock 2013-05-24 4 S 0 659 872.66 D 1892 I By Limited Partnership I Class A Common Stock 2013-05-24 4 S 0 815 873.46 D 1077 I By Limited Partnership I Class A Common Stock 2013-05-24 4 S 0 483 874.42 D 594 I By Limited Partnership I Class A Common Stock 2013-05-24 4 S 0 389 875.22 D 205 I By Limited Partnership I Class A Common Stock 2013-05-24 4 S 0 115 876.60 D 90 I By Limited Partnership I Class A Common Stock 2013-05-24 4 S 0 90 877.33 D 0 I By Limited Partnership I Class A Common Stock 27002 D Class A Common Stock 130547 I By Family Foundation Google Stock Unit 39778 D Class B Common Stock 0 2013-05-24 4 C 0 60480 0 D Class A Common Stock 60480 3870143 I By Trust Class B Common Stock 0 2013-05-24 4 C 0 16640 0 D Class A Common Stock 16640 1006204 I By Limited Partnership II Class B Common Stock 0 2013-05-24 4 C 0 2880 0 D Class A Common Stock 2880 199102 I By Limited Partnership I Class B Common Stock 0 Class A Common Stock 1194309 1194309 D Option To Purchase Class A Common Stock 612.00 2021-02-02 Class A Common Stock 181840 181840 D 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $871.25 to $872.00, 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 (8) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $872.01 to $873.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $873.01 to $874.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $874.01 to $875.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $875.01 to $876.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $876.01 to $877.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $877.01 to $878.00, inclusive. 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. All shares are exercisable as of the transaction date. There is no expiration date for the Issuer's Class B Common Stock. 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. The purpose of this Amendment to Form 4 is to include a remark that all of the transactions reported in the original Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. No other changes are being made to the original Form 4. /s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt 2013-05-29