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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
SCHMIDT ERIC E

(Last) (First) (Middle)
C/O GOOGLE INC.
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(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
X Officer (give title below) Other (specify below)
Executive Chairman of Board
3. Date of Earliest Transaction (Month/Day/Year)
01/25/2013
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) 01/25/2013 C 47,010 A $0 47,010 I By Trust
Class A Common Stock (1) 01/25/2013 S 1,994 D $750.7663 (2) 45,016 I By Trust
Class A Common Stock (1) 01/25/2013 S 3,490 D $751.5187 (3) 41,526 I By Trust
Class A Common Stock (1) 01/25/2013 S 6,492 D $752.5818 (4) 35,034 I By Trust
Class A Common Stock (1) 01/25/2013 S 15,061 D $753.4993 (5) 19,973 I By Trust
Class A Common Stock (1) 01/25/2013 S 5,912 D $754.5093 (6) 14,061 I By Trust
Class A Common Stock (1) 01/25/2013 S 6,079 D $755.4722 (7) 7,982 I By Trust
Class A Common Stock (1) 01/25/2013 S 5,747 D $756.3309 (8) 2,235 I By Trust
Class A Common Stock (1) 01/25/2013 S 2,093 D $757.2943 (9) 142 I By Trust
Class A Common Stock (1) 01/25/2013 S 142 D $758.2 (10) 0 I By Trust
Class A Common Stock (1) 01/25/2013 C 16,040 A $0 16,040 I By Limited Partnership II
Class A Common Stock (1) 01/25/2013 S 680 D $750.7663 (2) 15,360 I By Limited Partnership II
Class A Common Stock (1) 01/25/2013 S 1,191 D $751.5187 (3) 14,169 I By Limited Partnership II
Class A Common Stock (1) 01/25/2013 S 2,215 D $752.5818 (4) 11,954 I By Limited Partnership II
Class A Common Stock (1) 01/25/2013 S 5,139 D $753.4993 (5) 6,815 I By Limited Partnership II
Class A Common Stock (1) 01/25/2013 S 2,017 D $754.5093 (6) 4,798 I By Limited Partnership II
Class A Common Stock (1) 01/25/2013 S 2,074 D $755.4722 (7) 2,724 I By Limited Partnership II
Class A Common Stock (1) 01/25/2013 S 1,961 D $756.3309 (8) 763 I By Limited Partnership II
Class A Common Stock (1) 01/25/2013 S 714 D $757.2943 (9) 49 I By Limited Partnership II
Class A Common Stock (1) 01/25/2013 S 49 D $758.2 (10) 0 I By Limited Partnership II
Class A Common Stock (1) 21,379 D
Class A Common Stock (1) 175,627 I By Family Foundation
Google Stock Unit (11) 51,143 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 01/25/2013 C 47,010 (12) (13) Class A Common Stock 47,010 $0 4,594,963 I By Trust
Class B Common Stock $0 01/25/2013 C 16,040 (12) (13) Class A Common Stock 16,040 $0 1,211,944 I By Limited Partnership II
Class B Common Stock $0 (12) (13) Class A Common Stock 1,194,309 1,194,309 D
Class B Common Stock $0 (12) (13) Class A Common Stock 232,502 232,502 I By Limited Partnership I
Option To Purchase Class A Common Stock $612 (14) 02/02/2021 Class A Common Stock 181,840 181,840 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 $750.49 to $751.00, 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 the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (10) 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 $751.01 to $752.00, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $752.01 to $753.00, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $753.01 to $754.00, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $754.01 to $755.00, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $755.01 to $756.00, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $756.01 to $757.00, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $757.01 to $758.00, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $758.01 to $759.00, inclusive.
11. 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.
12. All shares are exercisable as of the transaction date.
13. There is no expiration date for the Issuer's Class B Common Stock.
14. 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 January 28, 2013 for transactions effected by the Reporting Person on January 25, 2012. All of the transactions reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plan adopted by the Reporting Person.
/s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt 01/28/2013
** 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 Number.