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Filing Details

Accession Number:: 0001127602-14-026654
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-27 18:35:08
Reporting Period:: 2014-08-25

Filing Date:: 2014-08-27
Accepted Time:: 2014-08-27 18:35:08
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1288776	Google Inc.	GOOG	Services-Computer Programming, Data Processing, Etc. (7370)	770493581

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1242463	E Eric Schmidt	C/O Google Inc. 1600 Amphitheatre Parkway Mountain View CA 94043	Executive Chairman Of Board	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2014-08-25	7,000	$0.00	7,000	No	4	C	Indirect	By The Schmidt Family Living Trust
Class C Capital Stock	Disposition	2014-08-25	1,308	$579.85	2,494,992	No	4	S	Indirect	By The Schmidt Family Living Trust
Class C Capital Stock	Disposition	2014-08-25	2,684	$580.28	2,492,308	No	4	S	Indirect	By The Schmidt Family Living Trust
Class C Capital Stock	Disposition	2014-08-25	877	$581.45	2,491,431	No	4	S	Indirect	By The Schmidt Family Living Trust
Class C Capital Stock	Disposition	2014-08-25	333	$582.39	2,491,098	No	4	S	Indirect	By The Schmidt Family Living Trust
Class C Capital Stock	Disposition	2014-08-25	1,406	$583.57	2,489,692	No	4	S	Indirect	By The Schmidt Family Living Trust
Class C Capital Stock	Disposition	2014-08-25	392	$584.56	2,489,300	No	4	S	Indirect	By The Schmidt Family Living Trust
Class A Common Stock	Disposition	2014-08-25	242	$589.81	6,758	No	4	S	Indirect	By The Schmidt Family Living Trust
Class A Common Stock	Disposition	2014-08-25	3,229	$590.58	3,529	No	4	S	Indirect	By The Schmidt Family Living Trust
Class A Common Stock	Disposition	2014-08-25	1,576	$591.29	1,953	No	4	S	Indirect	By The Schmidt Family Living Trust
Class A Common Stock	Disposition	2014-08-25	470	$592.66	1,483	No	4	S	Indirect	By The Schmidt Family Living Trust
Class A Common Stock	Disposition	2014-08-25	1,105	$593.41	378	No	4	S	Indirect	By The Schmidt Family Living Trust
Class A Common Stock	Disposition	2014-08-25	378	$594.64	0	No	4	S	Indirect	By The Schmidt Family Living Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust
No	4	S	Indirect	By The Schmidt Family Living Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2014-08-25	7,000	$0.00	7,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,489,300			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership
Class C Google Stock Unit	11,365	Direct
Class C Google Stock Unit	87,862	Direct
Class C Google Stock Unit	597	Direct
Class C Google Stock Unit	1,034	Direct
Class A Google Stock Unit	11,365	Direct
Class A Google Stock Unit	87,862	Direct
Class A Google Stock Unit	1,034	Direct
Class A Google Stock Unit	597	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class C Capital Stock	Option to Purchase Class C Capital Stock	$305.39		2021-02-02	181,840	181,840	Direct
Class A Common Stock	Option To Purchase Class A Common Stock	$306.61		2021-02-02	181,840	181,840	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2021-02-02	181,840	181,840	Direct
2021-02-02	181,840	181,840	Direct

Footnotes

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 $579.34 to $580.00, inclusive. he 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 (13) 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 $580.01 to $581.00, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $581.01 to $582.00, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $582.01 to $583.00, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $583.01 to $584.00, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $584.01 to $585.00, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $589.01 to $590.00, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $590.01 to $591.00, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $591.01 to $592.00, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $592.01 to $593.00, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $593.01 to $594.00, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $594.01 to $595.00, inclusive.
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.
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: 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.
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.
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.
All shares are exercisable as of the transaction date.
There is no expiration date for the Issuer's Class B Common Stock.
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"). This option was previously reported as an option for 181,840 shares of Class A Common Stock at an exercise price of $612.00 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 181,840 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $306.612 and the portion of the option covering Class C Capital Stock has an exercise price of $305.388 per share.
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.