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Filing Details

Accession Number:: 0001127602-14-034971
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-12 13:57:55
Reporting Period:: 2014-12-12

Filing Date:: 2014-12-12
Accepted Time:: 2014-12-12 13:57:55
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
1295030	C David Drummond	C/O Google Inc. 1600 Amphitheatre Parkway Mountain View CA 94043	Svp, Corporate Development	No	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	Disposition	2014-12-12	145	$527.96	0	No	4	S	Direct
Class C Capital Stock	Disposition	2014-12-12	145	$523.51	18,532	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	2,090	Indirect	By Spouse
Class C Capital Stock	2,090	Indirect	By Spouse
Class C Google Stock Unit	4,323	Direct
Class C Google Stock Unit	22,478	Direct
Class C Google Stock Unit	3,662	Direct
Class C Google Stock Unit	70,788	Direct
Class C Google Stock Unit	1,072	Direct
Class A Google Stock Unit	4,323	Direct
Class A Google Stock Unit	22,478	Direct
Class A Google Stock Unit	3,662	Direct
Class A Google Stock Unit	1,072	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			21,332	21,332	Direct
Class C Capital Stock	Option to Purchase Class C Capital Stock	$316.94	2016-04-25	2022-04-04	44,955	44,955	Direct
Class C Capital Stock	Option to Purchase Class C Capital Stock	$316.93	2015-04-25	2022-04-04	8,646	8,646	Direct
Class C Capital Stock	Option to Purchase Class C Capital Stock	$153.98		2017-03-01	30,000	30,000	Direct
Class C Capital Stock	Option to Purchase Class C Capital Stock	$281.61		2020-12-01	9,998	9,998	Direct
Class C Capital Stock	Option to Purchase Class C Capital Stock	$286.52		2021-04-06	29,288	29,288	Direct
Class C Capital Stock	Option to Purchase Class C Capital Stock	$159.14		2019-03-04	34,138	34,138	Direct
Class A Common Stock	Option To Purchase Class A Common Stock	$318.21	2016-04-25	2022-04-04	44,955	44,955	Direct
Class A Common Stock	Option To Purchase Class A Common Stock	$318.21	2015-04-25	2022-04-04	8,646	8,646	Direct
Class A Common Stock	Option To Purchase Class A Common Stock	$159.78		2019-03-04	34,138	34,138	Direct
Class A Common Stock	Option To Purchase Class A Common Stock	$282.74		2020-12-01	9,998	9,998	Direct
Class A Common Stock	Option To Purchase Class A Common Stock	$287.66		2021-04-06	29,288	29,288	Direct
Class A Common Stock	Option To Purchase Class A Common Stock	$154.59		2017-03-01	30,000	30,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	21,332	21,332	Direct
2022-04-04	44,955	44,955	Direct
2022-04-04	8,646	8,646	Direct
2017-03-01	30,000	30,000	Direct
2020-12-01	9,998	9,998	Direct
2021-04-06	29,288	29,288	Direct
2019-03-04	34,138	34,138	Direct
2022-04-04	44,955	44,955	Direct
2022-04-04	8,646	8,646	Direct
2019-03-04	34,138	34,138	Direct
2020-12-01	9,998	9,998	Direct
2021-04-06	29,288	29,288	Direct
2017-03-01	30,000	30,000	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.
This stock was received by the Reporting Person pursuant to a stock dividend declared by Google Inc. on January 29, 2014. As a result of the dividend, all holders of record of Class A Common Stock and Class B 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 and one share of Class C Capital Stock for each share of Class B Common Stock outstanding.
100% of the grant will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date.
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.
100% of the grant will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.
The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Common Stock for each share underlying the Class C GSU as the Class C GSU vests. This grant vests as follows: 1/48th of the grant vested on the vesting start date (1/6/2012) and 1/48th of the grant vests each month thereafter, subject to the Reporting Persons's continued employment with Google on the applicable vesting dates.
100% of GSUs will vest on April 25, 2018, subject to continued employment on such vesting date.
100% of the grant will vest on December 25, 2014, subject to continued employment with Google on such date.
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: 1/48th of the GSUs shall vest on the vesting start date (1/6/2012) and 1/48th each month thereafter, subject to the Reporting Persons's continued employment with Google on the applicable vesting dates.
All shares are exercisable as of the transaction date.
There is no expiration date for Google Inc.'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 44,955 shares of Class A Common Stock at an exercise price of $635.15 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 44,955 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 $318.2102 and the portion of the option covering Class C Capital Stock has an exercise price of $316.9399 per share.
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 8,646 shares of Class A Common Stock at an exercise price of $635.15 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 8,646 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 $318.2102 and the portion of the option covering Class C Capital Stock has an exercise price of $316.9399 per share.
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 30,000 shares of Class A Common Stock at an exercise price of $308.57 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 30,000 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 $154.5936 and the portion of the option covering Class C Capital Stock has an exercise price of $153.9765 per share.
The option is fully vested.
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 9,998 shares of Class A Common Stock at an exercise price of $564.35 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 9,998 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 $282.7394 and the portion of the option covering Class C Capital Stock has an exercise price of $281.6107 per share.
The option vests as follows: 1/4th of the option vested on the one-year grant date anniversary and 1/48th of the grant vest each month thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
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 29,288 shares of Class A Common Stock at an exercise price of $574.18 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 29,288 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 $287.6642 and the portion of the option covering Class C Capital Stock has an exercise price of $286.5159 per share.
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, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
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 34,138 shares of Class A Common Stock at an exercise price of $318.92 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 34,138 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 $159.779 and the portion of the option covering Class C Capital Stock has an exercise price of $159.1411 per share.