0001127602-14-022685.txt : 20140702
0001127602-14-022685.hdr.sgml : 20140702
20140702200516
ACCESSION NUMBER: 0001127602-14-022685
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140702
FILED AS OF DATE: 20140702
DATE AS OF CHANGE: 20140702
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
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36380
FILM NUMBER: 14958444
MAIL ADDRESS:
STREET 1: C/O GOOGLE INC
STREET 2: 1600 AMPHITHEATRE PARKWAY
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94043
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2014-07-02
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 C Capital Stock
2014-07-02
4
C
0
47
0
A
1237453
D
Class C Google Stock Unit
2014-07-02
4
C
0
47
0
D
749
D
Class C Google Stock Unit
2014-07-02
4
F
0
52
562.00
D
697
D
Class A Google Stock Unit
2014-07-02
4
C
0
47
0
D
749
D
Class A Common Stock
2014-07-02
4
C
0
47
0
A
43144
D
Class A Google Stock Unit
2014-07-02
4
F
0
52
591.49
D
697
D
Class C Capital Stock
13784
I
By The Schmidt Family Foundation
Class C Capital Stock
149782
I
By Schmidt Investments LP
Class C Capital Stock
693086
I
By Schmidt Investments LP Fund II
Class C Capital Stock
5288
I
By Schmidt Ocean Institute
Class C Capital Stock
52408
I
By Schmidt Science and Philanthropic Foundation
Class C Capital Stock
2503750
I
By The Schmidt Family Living Trust
Class C Google Stock Unit
17048
D
Class C Google Stock Unit
87862
D
Class C Google Stock Unit
1550
D
Class A Google Stock Unit
17048
D
Class A Google Stock Unit
87862
D
Class A Google Stock Unit
1550
D
Class A Common Stock
13784
I
By The Schmidt Family Foundation
Class A Common Stock
5288
I
By Schmidt Ocean Institute
Class A Common Stock
52408
I
By Schmidt Science and Philanthropic Foundation
Class B Common Stock
0
Class A Common Stock
1194309
1194309
D
Class B Common Stock
0
Class A Common Stock
149782
149782
I
By Schmidt Investments LP
Class B Common Stock
0
Class A Common Stock
693086
693086
I
By Schmidt Investments LP Fund II
Class B Common Stock
0
Class A Common Stock
2503750
2503750
I
By Trust
Option To Purchase Class A Common Stock
612.00
2021-02-02
Class A Common Stock
181840
181840
D
Vesting of GSUs grant of which was previously reported in Form 4.
On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A 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 (the "Stock Dividend"). These GSUs were previously reported as GSUs entitling 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. As a result of the Stock Dividend, these GSUs were adjusted and each share underlying the GSU now corresponds to one share of Class A Common Stock and one share of Class C Capital Stock.
This grant vests as follows: 31/48 of the 4,773 shares vest on September 25, 2013 and 1/48th of the remaining shares will vest on October 2, 2013 and each month thereafter until the entire grant is fully vested, subject to continued employment with Google on the applicable vesting dates.
Shares withheld to satisfy tax obligations arising out of vesting of GSUs.
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: 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.
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 Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Capital Stock for each share underlying the Class C GSU as the Class C GSU vests. This grant vest as follows: 1/4th of the grant vests 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.
This grant vests as follow: 1/16th of the grant 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.
This grant vests as follows: 5/8 of the 8,266 shares vest on September 25, 2013 and 1/16th of the remaining grant will vest on November 2, 2013 and each quarter thereafter, subject to continued employment on the applicable vesting dates.
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.
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.
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.
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.
/s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt
2014-07-02