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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Google Inc. [ GOOG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/03/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/03/2009 | C | 216 | A | $0 | 894 | D | |||
Class A Common Stock | 08/03/2009 | G | V | 216 | D | $0 | 678 | D | ||
Class A Common Stock | 08/03/2009 | G | V | 216 | A | $0 | 26,053 | I | By Trust | |
Class A Common Stock | 08/03/2009 | S | 18 | D | $448.74 | 26,035 | I | By Trust | ||
Class A Common Stock | 08/03/2009 | S | 18 | D | $449.2 | 26,017 | I | By Trust | ||
Class A Common Stock | 08/03/2009 | S | 18 | D | $449.78 | 25,999 | I | By Trust | ||
Class A Common Stock | 08/03/2009 | S | 18 | D | $450.23 | 25,981 | I | By Trust | ||
Class A Common Stock | 08/03/2009 | S | 18 | D | $450.7 | 25,963 | I | By Trust | ||
Class A Common Stock | 08/03/2009 | S | 18 | D | $451.41 | 25,945 | I | By Trust | ||
Class A Common Stock | 08/03/2009 | S | 18 | D | $451.55 | 25,927 | I | By Trust | ||
Class A Common Stock | 08/03/2009 | S | 18 | D | $451.63 | 25,909 | I | By Trust | ||
Class A Common Stock | 08/03/2009 | S | 18 | D | $452.05 | 25,891 | I | By Trust | ||
Class A Common Stock | 08/03/2009 | S | 14 | D | $452.65 | 25,877 | I | By Trust | ||
Class A Common Stock | 08/03/2009 | S | 20 | D | $452.84 | 25,857 | I | By Trust | ||
Class A Common Stock | 08/03/2009 | S | 20 | D | $452.94 | 25,837 | I | By Trust | ||
Class A Common Stock | 2,473 | I | By GRAT | |||||||
Class A Common Stock | 2,473 | I | By GRAT 2 | |||||||
Class A Common Stock | 270 | I | By Trust 2 | |||||||
Class A Common Stock | 270 | I | By Trust 3 | |||||||
Google Stock Unit(1) | 8,750 | D | ||||||||
Google Stock Unit(1) | 17,069 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Option To Purchase Class B Common Stock | $5 | 08/03/2009 | M | 216 | (2) | 07/18/2013 | Class B Common Stock | 216 | $0 | 25,216 | D | ||||
Class B Common Stock | $0 | 08/03/2009 | M | 216 | (3) | (4) | Class A Common Stock | 216 | $0 | 216 | D | ||||
Class B Common Stock | $0 | 08/03/2009 | C | 216 | (3) | (4) | Class A Common Stock | 216 | $0 | 0 | D | ||||
Option To Purchase Class A Common Stock | $308.57 | (5) | 03/01/2017 | Class A Common Stock | 40,000 | 40,000 | D | ||||||||
Option To Purchase Class A Common Stock | $318.92 | (6) | 03/04/2019 | Class A Common Stock | 34,138 | 34,138 | D |
Explanation of Responses: |
1. 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 on the one-year grant date anniversary and 1/16th each quarter thereafter until the units are fully vested, subject to continued employment with Google on the applicable vesting dates. |
2. Shares subject to this option will begin vesting on February 26, 2006 and will vest as follows: (i) 15 percent on the one year anniversary of the vesting commencement date, (ii) 17.5 percent in the second year of vesting, (iii) 20 percent in the third year of vesting, (iv) 22.5 percent in the fourth year of vesting, and (v) 25 percent in the fifth year of vesting; provided that shares vesting in each of the years following the one year anniversary of the vesting commencement date will vest in the respective amounts described above ratably at the end of each month. |
3. All shares are exercisable as of the transaction date. |
4. There is no expiration date for the Google Inc.'s Class B Common Stock. |
5. The option vests and becomes exercisable as described in the Form 4 filed by the Reporting Person on May 11, 2009. |
6. 1/4th of the option shall vest on the one-year grant date anniversary and 1/48th each month thereafter until the option is fully vested, subject to continued employment with Google on the applicable vesting dates. |
Remarks: |
***All of the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.*** |
/s/ Jonathan Frankel, attorney-in-fact for Jonathan J. Rosenberg | 08/04/2009 | |
** 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. |