X0306
4
2014-06-02
0001288776
Google Inc.
GOOG
0001198046
HENNESSY JOHN L
C/O GOOGLE INC.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW
CA
94043
1
Class C Capital Stock
2014-05-20
5
G
0
E
200
0
D
901
I
By Trust
Class C Google Stock Unit
2014-05-26
5
J
0
E
13
0
D
193
D
Class C Capital Stock
2014-05-26
5
J
0
E
13
0
A
1811
D
Class A Common Stock
2014-05-26
5
J
0
E
13
0
A
1811
D
Class A Google Stock Unit
2014-05-26
5
J
0
E
13
0
D
314
D
Class A Common Stock
2014-05-26
5
J
0
E
13
0
A
1824
D
Class A Google Stock Unit
2014-05-26
5
J
0
E
13
0
D
193
D
Class A Google Stock Unit
2014-05-26
5
J
0
E
8
0
D
307
D
Class A Common Stock
2014-05-26
5
J
0
E
8
0
A
1832
D
Class C Google Stock Unit
2014-05-26
5
J
0
E
13
0
D
314
D
Class C Capital Stock
2014-05-26
5
J
0
E
13
0
A
1824
D
Class C Google Stock Unit
2014-05-26
5
J
0
E
8
0
D
307
D
Class C Capital Stock
2014-05-26
5
J
0
E
8
0
A
1832
D
Class C Capital Stock
2014-06-02
4
S
0
5
549.06
D
896
I
By Trust
Class C Capital Stock
2014-06-02
4
S
0
194
549.28
D
702
I
By Trust
Class C Capital Stock
2014-06-02
4
S
0
1
549.91
D
701
I
By Trust
Class C Capital Stock
2014-06-02
4
S
0
100
560.15
D
601
I
By Trust
Class C Google Stock Unit
46
D
Class A Common Stock
3101
I
By Trust
Class A Google Stock Unit
46
D
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.
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 Google Stock Units ("GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class A Common Stock or Class C Capital Stock for each share underlying the GSU as the GSUs vest. The GSUs vest as follows: 1/48th of GSUs vested on July 25, 2011 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on such vesting dates.
Vesting of GSUs grant of which was previously reported in Form 4.
1/48th of GSUs vested on July 25, 2012 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on such dates.
1/48th of the grant will vest on July 25, 2013 and an additional 1/48th will vest monthly on the 25th day of each month thereafter, subject to continued service on the Board on the applicable vesting dates.
1/48th of the grant will vest on July 25, 2013 and an additional 1/48th will vest monthly on the 25th day of the month thereafter, subject to continued employment on such vesting dates.
The GSUs vest as follows: 1/4th of the GSUs vested on 6/2/2011 and 1/16th of the GSUs vests each quarter thereafter, subject to continued service on such vesting dates.
Includes Class A Common Stocks issued upon vesting of GSUs and Class A Common Stock issued upon the conversion of Class B Common Stock at the election of Reporting Person.
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 John L. Hennessy
2014-06-02