0001127602-14-024886.txt : 20140806 0001127602-14-024886.hdr.sgml : 20140806 20140806172320 ACCESSION NUMBER: 0001127602-14-024886 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140804 FILED AS OF DATE: 20140806 DATE AS OF CHANGE: 20140806 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: 141020954 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 2014-08-04 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 2014-08-04 4 C 0 246 0 A 1237699 D Class C Google Stock Unit 2014-08-04 4 C 0 246 0 D 1304 D Class C Google Stock Unit 2014-08-04 4 F 0 270 566.07 D 1034 D Class C Google Stock Unit 2014-08-04 4 F 0 53 566.07 D 644 D Class C Capital Stock 2014-08-04 4 C 0 47 0 A 1237746 D Class C Google Stock Unit 2014-08-04 4 C 0 47 0 D 597 D Class C Google Stock Unit 2014-08-04 4 F 0 2966 566.07 D 14082 D Class C Google Stock Unit 2014-08-04 4 C 0 2717 0 D 11365 D Class C Capital Stock 2014-08-04 4 C 0 2717 0 A 1240463 D Class A Common Stock 2014-08-04 4 C 0 2717 0 A 45861 D Class A Google Stock Unit 2014-08-04 4 C 0 2717 0 D 14331 D Class A Google Stock Unit 2014-08-04 4 F 0 2966 573.60 D 11365 D Class A Google Stock Unit 2014-08-04 4 F 0 270 573.60 D 1280 D Class A Google Stock Unit 2014-08-04 4 C 0 246 0 D 1034 D Class A Common Stock 2014-08-04 4 C 0 246 0 A 46107 D Class A Google Stock Unit 2014-08-04 4 F 0 53 573.60 D 644 D Class A Google Stock Unit 2014-08-04 4 C 0 47 0 D 597 D Class A Common Stock 2014-08-04 4 C 0 47 0 A 46154 D Class C Capital Stock 6892 I By The Schmidt Family Foundation Class C Capital Stock 148982 I By Schmidt Investments LP Class C Capital Stock 690311 I By Schmidt Investments LP Fund II Class C Capital Stock 2644 I By Schmidt Ocean Institute Class C Capital Stock 26204 I By Schmidt Science and Philanthropic Foundation Class C Capital Stock 2496750 I By The Schmidt Family Living Trust Class C Google Stock Unit 87862 D Class A Common Stock 6892 I By The Schmidt Family Foundation Class A Common Stock 2644 I By Schmidt Ocean Institute Class A Common Stock 26204 I By Schmidt Science and Philanthropic Foundation Class A Google Stock Unit 87862 D Class B Common Stock 0 Class A Common Stock 1194309 1194309 D Class B Common Stock 0 Class A Common Stock 148982 148982 I By Schmidt Investments LP Class B Common Stock 0 Class A Common Stock 690311 690311 I By Schmidt Investments LP Fund II Class B Common Stock 0 Class A Common Stock 2496750 2496750 I By Trust 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: 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. Shares withheld to satisfy tax obligations arising out of vesting of GSUs. 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. 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. 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 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 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. 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. 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. 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. All shares are exercisable as of the transaction date. There is no expiration date for the Issuer's Class B Common Stock. /s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt 2014-08-06