- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* SCHMIDT ERIC E	2. Issuer Name and Ticker or Trading Symbol Google Inc. [ GOOG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Executive Chairman of Board
(Last) (First) (Middle) C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 4/30/2012
(Street) MOUNTAIN VIEW, CA 94043 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock ⁽¹⁾	4/30/2012		S		775	D	$611.4214 ⁽²⁾	477	I	By Limited Partnership II
Class A Common Stock ⁽¹⁾	4/30/2012		S		254	D	$612.99 ⁽³⁾	223	I	By Limited Partnership II
Class A Common Stock ⁽¹⁾	4/30/2012		S		59	D	$613.5633 ⁽⁴⁾	164	I	By Limited Partnership II
Class A Common Stock ⁽¹⁾	4/30/2012		S		98	D	$614.458 ⁽⁵⁾	66	I	By Limited Partnership II
Class A Common Stock ⁽¹⁾	4/30/2012		S		66	D	$615.2624 ⁽⁶⁾	0	I	By Limited Partnership II
Class A Common Stock ⁽¹⁾	4/30/2012		C		625	A	$0	625	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		18	D	$600.9157 ⁽⁷⁾	607	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		59	D	$601.602 ⁽⁸⁾	548	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		119	D	$602.5891 ⁽⁹⁾	429	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		52	D	$603.5873 ⁽¹⁰⁾	377	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		77	D	$604.4005 ⁽¹¹⁾	300	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		21	D	$605.3908 ⁽¹²⁾	279	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		31	D	$606.3648 ⁽¹³⁾	248	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		28	D	$607.7196 ⁽¹⁴⁾	220	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		38	D	$608.2651 ⁽¹⁵⁾	182	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		20	D	$609.3375 ⁽¹⁶⁾	162	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		99	D	$611.4214 ⁽²⁾	63	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		33	D	$612.99 ⁽³⁾	30	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		8	D	$613.5633 ⁽⁴⁾	22	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		13	D	$614.458 ⁽⁵⁾	9	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾	4/30/2012		S		9	D	$615.2624 ⁽⁶⁾	0	I	By Limited Partnership I
Class A Common Stock ⁽¹⁾								12291	D
Class A Common Stock ⁽¹⁾								47331	I	By Family Foundation
Google Stock Unit ⁽¹⁷⁾								68190	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0	4/30/2012		C			625	⁽¹⁸⁾	⁽¹⁹⁾	Class A Common Stock	625	$0	265002	I	By Limited Partnership I
Class B Common Stock	$0							⁽¹⁸⁾	⁽¹⁹⁾	Class A Common Stock	1194309		1194309	D
Class B Common Stock	$0							⁽¹⁸⁾	⁽¹⁹⁾	Class A Common Stock	1595594		1595594	I	By Limited Partnership II
Class B Common Stock	$0							⁽¹⁸⁾	⁽¹⁹⁾	Class A Common Stock	5577398		5577398	I	By Trust
Option To Purchase Class A Common Stock	$612.00							⁽²⁰⁾	2/2/2021	Class A Common Stock	181840		181840	D

Explanation of Responses:
( 1)	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.
( 2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $611.01 to $612.00, 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 teh number of shares sold at each separate price within the ranges set forth in footnotes (2) through (16) to this Form 4.
( 3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $612.01 to $613.00, inclusive.
( 4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $613.01 to $614.00, inclusive.
( 5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $614.01 to $615.00, inclusive.
( 6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $615.01 to $616.00, inclusive.
( 7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $600.81 to $601.00, inclusive.
( 8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $601.01 to $602.00, inclusive.
( 9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $602.01 to $603.00, inclusive.
( 10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $603.01 to $604.00, inclusive.
( 11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $604.01 to $605.00, inclusive.
( 12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $605.01 to $606.00, inclusive.
( 13)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $606.01 to $607.00, inclusive.
( 14)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $607.01 to $608.00, inclusive.
( 15)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $608.01 to $609.00, inclusive.
( 16)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $609.01 to $610.00, inclusive.
( 17)	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.
( 18)	All shares are exercisable as of the transaction date.
( 19)	There is no expiration date for the Issuer's Class B Common Stock.
( 20)	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.

Remarks:
This Form 4 is one of two Form 4s filed on May 1, 2012 for transactions effected by the Reporting Person on April 30, 2012. All of the transactions reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plan adopted by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHMIDT ERIC E C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043	X		Executive Chairman of Board

Signatures
/s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt		5/1/2012
^** 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 control number.

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- Statement of Changes in Beneficial Ownership (4)

- Statement of Changes in Beneficial Ownership (4)

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