0001127602-12-035213.txt : 20121228 0001127602-12-035213.hdr.sgml : 20121228 20121228192508 ACCESSION NUMBER: 0001127602-12-035213 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121228 FILED AS OF DATE: 20121228 DATE AS OF CHANGE: 20121228 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: 000-50726 FILM NUMBER: 121292217 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 2012-12-28 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 2012-12-28 4 C 0 4875 0 A 4875 I By Limited Partnership II Class A Common Stock 2012-12-28 4 S 0 390 700.7079 D 4485 I By Limited Partnership II Class A Common Stock 2012-12-28 4 S 0 933 701.5707 D 3552 I By Limited Partnership II Class A Common Stock 2012-12-28 4 S 0 850 702.5978 D 2702 I By Limited Partnership II Class A Common Stock 2012-12-28 4 S 0 1053 703.4562 D 1649 I By Limited Partnership II Class A Common Stock 2012-12-28 4 S 0 712 704.6084 D 937 I By Limited Partnership II Class A Common Stock 2012-12-28 4 S 0 898 705.3147 D 39 I By Limited Partnership II Class A Common Stock 2012-12-28 4 S 0 39 706.21 D 0 I By Limited Partnership II Class A Common Stock 2012-12-28 4 C 0 625 0 A 625 I By Limited Partnership I Class A Common Stock 2012-12-28 4 S 0 50 700.7079 D 575 I By Limited Partnership I Class A Common Stock 2012-12-28 4 S 0 120 701.5707 D 455 I By Limited Partnership I Class A Common Stock 2012-12-28 4 S 0 109 702.5978 D 346 I By Limited Partnership I Class A Common Stock 2012-12-28 4 S 0 135 703.4562 D 211 I By Limited Partnership I Class A Common Stock 2012-12-28 4 S 0 91 704.6084 D 120 I By Limited Partnership I Class A Common Stock 2012-12-28 4 S 0 115 705.3147 D 5 I By Limited Partnership I Class A Common Stock 2012-12-28 4 S 0 5 706.21 D 0 I By Limited Partnership I Class A Common Stock 21379 D Class A Common Stock 170587 I By Family Foundation Google Stock Unit 51143 D Class B Common Stock 0 2012-12-28 4 C 0 4875 0 D Class A Common Stock 4875 1233984 I By Limited Partnership II Class B Common Stock 0 2012-12-28 4 C 0 625 0 D Class A Common Stock 625 234492 I By Limited Partnership I Class B Common Stock 0 Class A Common Stock 1194309 1194309 D Class B Common Stock 0 Class A Common Stock 4641973 4641973 I By Trust 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 $700.40 to $741.00, 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 $701.01 to $702.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $702.01 to $703.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $703.01 to $704.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $704.01 to $705.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $705.01 to $706.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $706.01 to $707.00, 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. This Form 4 is one of two Form 4s filed on December 28, 2012 for transactions effected by the Reporting Person on December 28, 2012. All of the transactions reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plan adopted by the Reporting Person. /s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt 2012-12-28