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FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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Drummond David C
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2. Issuer Name
and
Ticker or Trading Symbol
Google Inc.
[
GOOG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, Corporate Development
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(Last)
(First)
(Middle)
C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2012
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(Street)
MOUNTAIN VIEW, CA 94043
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
(1)
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5/1/2012
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S
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1420
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D
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$600.4762
(2)
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15149
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D
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Class A Common Stock
(1)
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5/1/2012
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S
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5879
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D
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$601.6038
(3)
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9270
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D
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Class A Common Stock
(1)
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5/1/2012
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S
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300
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D
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$602.1533
(4)
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8970
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D
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Class A Common Stock
(1)
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5/1/2012
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S
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5800
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D
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$603.7667
(5)
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3170
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D
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Class A Common Stock
(1)
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5/1/2012
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S
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400
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D
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$604.0875
(6)
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2770
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D
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Class A Common Stock
(1)
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2090
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I
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By Spouse
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Class A Common Stock
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757
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D
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Google Stock Unit
(7)
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3437
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D
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Google Stock Unit
(8)
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4268
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D
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Google Stock Unit
(9)
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4323
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D
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Google Stock Unit
(10)
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22478
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D
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Google Stock Unit
(11)
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13424
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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$0
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(12)
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(13)
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Class A Common Stock
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22332
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22332
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D
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Option To Purchase Class A Common Stock
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$635.15
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4/25/2016
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4/4/2022
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Class A Common Stock
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44955
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44955
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D
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Option To Purchase Class A Common Stock
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$635.15
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4/25/2015
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4/4/2022
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Class A Common Stock
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8646
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8646
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D
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Option To Purchase Class A Common Stock
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$564.35
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(14)
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12/1/2020
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Class A Common Stock
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9998
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9998
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D
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Option To Purchase Class A Common Stock
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$574.18
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(15)
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4/6/2021
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Class A Common Stock
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29288
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29288
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D
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Option To Purchase Class A Common Stock
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$308.57
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(16)
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3/1/2017
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Class A Common Stock
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30000
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30000
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D
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Option To Purchase Class A Common Stock
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$318.92
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(14)
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3/4/2019
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Class A Common Stock
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34138
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34138
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $600.1914 to $601, inclusive. The Reporting Person undertakes to provide to any securityholder 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 prices within the ranges set forth in footnotes (2) through (6) to this Form 4.
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(
3)
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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, inclusive.
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(
4)
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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, inclusive.
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(
5)
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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, inclusive.
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(
6)
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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, inclusive.
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(
7)
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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 GSU vests. The GSUs vest as follows: 1/4th of the GSUs vested on 12/1/2011 and 1/16th of GSUs vest each quarter thereafter, subject to the Reporting Person's continued employment with Google on the applicable vesting dates.
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(
8)
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The GSUs vest as follows: 25% of GSUs shall vest 12 months after vesting commencement date (3/4/09) and 1/16th of shares shall vest each quarter thereafter, subject to the Reporting Person's continuing employment with Google on the applicable vesting dates.
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(
9)
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100% of GSUs will vest on April 25, 2015, subject to the Reporting Person's continued employment with Google on such date.
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(
10)
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100% of GSUs will vest on April 25, 2016, subject to the Reporting Person's continued employment with Google on such date.
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(
11)
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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.
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(
12)
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All shares are exercisable as of the transaction date.
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(
13)
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There is no expiration date for Google Inc.'s Class B Common Stock.
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(
14)
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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.
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(
15)
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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.
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(
16)
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The option is fully vested.
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Remarks:
All transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Drummond David C
C/O GOOGLE INC.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA 94043
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SVP, Corporate Development
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Signatures
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/s/ Valentina Margulis, attorney-in-fact for David C. Drummond
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5/1/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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