SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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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).
1. Name and Address of Reporting Person*
DOERR L JOHN

(Last) (First) (Middle)
C/O KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Class A Common Stock (1) 11/26/2012 C 7,545 A $0 7,545 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 700 D $661 6,845 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 600 D $661.3 6,245 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 2,125 D $662 4,120 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 1,320 D $662.5 2,800 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 100 D $663.5 2,700 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 150 D $663.6 2,550 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 100 D $663.7 2,450 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 50 D $663.78 2,400 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 100 D $663.93 2,300 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 200 D $663.97 2,100 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 1,400 D $664 700 I Vallejo Ventures Trust
Class A Common Stock (1) 11/26/2012 S 700 D $665 0 I Vallejo Ventures Trust
Class A Common Stock 110,351 I The Benificus Foundation
Class A Common Stock 1,558 D
Class A Common Stock 18,656 I L. John Doerr Ttee The Austin 1999 Trust dtd 5/25/99
Class A Common Stock 18,656 I L. John Doerr Ttee The Hampton 1999 Trust dtd 5/25/99
Google Stock Unit (2) 318 D
Google Stock Unit (3) 552 D
Google Stock Unit (4) 453 D
Google Stock Unit (5) 207 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $0 11/26/2012 C 7,545 (6) (7) Class A Common Stock 7,545 $0 1,300,239 I Vallejo Ventures Trust
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 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 vests 12 months after the vesting start date and 1/16th vests each quarter thereafter, subject to continued service on such vesting dates. Vesting start date is June 2, 2010.
3. The GSUs vest as follows: 1/48th vests on the 25th calendar day of the month following the vesting start date and an additional 1/48th vests monthly on the 25th day of each month thereafter, subject to continued service on such vesting dates. Vesting start date is July 11, 2012.
4. The GSUs vest as follows: 1/48th vests on the 25th day of the first month after the vesting start date and an additional 1/48th vests monthly thereafter, subject to continued service on such vesting dates. Vesting start date is July 6, 2011.
5. The GSUs vest as follows: 1/4th vests 12 months after the vesting start date and 1/16th vests each quarter thereafter, subject to continued service on such vesting dates. Vesting start date is August 5, 2009.
6. There is no exercisable date for the Issuer's Class B Common Stock.
7. There is no expiration date for the Issuer's Class B Common Stock.
Remarks:
All of the transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
/s/ Valentina Margulis, as attorney-in-fact for L. John Doerr 11/26/2012
** 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).
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