| 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) 07/06/2012 | ||||||||||||||||||||||||||
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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 | 07/06/2012 | C | 162 | A | $0 | 162 | D | |||
| Google Stock Unit(1) | 07/06/2012 | C | 162 | D | $0 | 12,652 | D | |||
| Google Stock Unit(1) | 07/06/2012 | F(2) | 143 | D | $595.92 | 12,509 | D | |||
| Class A Common Stock | 07/10/2012 | S | 162 | D | $589.97 | 0 | D | |||
| Google Stock Unit(3) | 1,389 | D | ||||||||
| Google Stock Unit(4) | 12,497 | D | ||||||||
| Google Stock Unit(5) | 6,401 | D | ||||||||
| Google Stock Unit(6) | 4,323 | D | ||||||||
| Google Stock Unit(7) | 30,259 | D | ||||||||
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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 A Common Stock | $318.92 | (8) | 03/04/2019 | Class A Common Stock | 14,225 | 14,225 | D | ||||||||
| Option To Purchase Class A Common Stock | $635.15 | 04/25/2015 | 04/04/2022 | Class A Common Stock | 8,646 | 8,646 | D | ||||||||
| Option To Purchase Class A Common Stock | $635.15 | 04/25/2016 | 04/04/2022 | Class A Common Stock | 60,517 | 60,517 | D | ||||||||
| Option To Purchase Class A Common Stock | $574.18 | (9) | 04/06/2021 | Class A Common Stock | 26,238 | 26,238 | D | ||||||||
| Option To Purchase Class A Common Stock | $308.57 | (10) | 08/06/2018 | Class A Common Stock | 3,473 | 3,473 | D | ||||||||
| Option To Purchase Class A Common Stock | $564.35 | (11) | 12/01/2020 | Class A Common Stock | 25,828 | 25,828 | D | ||||||||
| Explanation of Responses: |
| 1. The GSUs vest as follows: 1/48th of the GSUs vested on the vesting start date (1/6/2012) and 1/48th vests each month thereafter until the units are fully vested, subject to the Reporting Person's continued employment with Google on the applicable vesting dates. |
| 2. Shares withheld to satisfy tax obligations upon vesting of GSUs. |
| 3. 910 of the Google Stock Units ("GSUs") vested on each February 1, 2009 and August 1, 2009. 5,556 of the GSUs vest annually at a rate of 1/4 each year over four years, beginning on August 1, 2009, subject to continued employment with Google on such vesting dates. |
| 4. The GSUs vest as follows: 1/4th of GSUs vested on 12/1/2011 and 1/16th of shares vest each quarter thereafter, subject to the Reporting Person's continuing employment with Google on the applicable vesting dates. |
| 5. The GSUs vest as follows: 1/4th of GSUs vested on 3/4/2010 and 1/16th of shares vest each quarter thereafter, subject to the Reporting Person's continuing employment with Google on the applicable vesting dates. |
| 6. 100% of GSUs will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date. |
| 7. 100% of GSUs will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date. |
| 8. The option provided for vesting as follows: 1/4th of the option vested on 3/4/2010 and 1/48th vest each month thereafter until the option is fully vested, subject to the Reporting Person's continued employment with Google on the applicable vesting dates. |
| 9. The option provided for vesting as follows: 1/48th of the option shall vest on the vesting start date (1/6/12) and 1/48th each month thereafter until the option is fully vested, subject to the Reporting Person's continued employment with Google on the applicable vesting dates. |
| 10. The option's vesting schedule is determined by adding 12 months to each vesting date under the canceled option's vesting schedule. In addition, the option will vest no sooner than September 9, 2009. |
| 11. The option provided for vesting as follows: 1/4th of the option vested on 12/1/2011 and 1/48th vest each month thereafter until the option is fully vested, subject to the Reporting Person's continued employment with Google on the applicable vesting dates. |
| Remarks: |
| Sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
| /s/ Valentina Margulis, as attorney-in-fact for Patrick Pichette | 07/10/2012 | |
| ** 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. | ||