SEC FORM 4

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^*

SCHMIDT ERIC E

(Last)

(First)

(Middle)

C/O GOOGLE INC.

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

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)
02/24/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/24/2014		S		71	D	$1,212.5801⁽¹⁾	18,061	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		220	D	$1,213.6473⁽²⁾	17,841	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		405	D	$1,214.4628⁽³⁾	17,436	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		308	D	$1,215.4943⁽⁴⁾	17,128	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		349	D	$1,216.5206⁽⁵⁾	16,779	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		365	D	$1,217.5599⁽⁶⁾	16,414	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		406	D	$1,218.4864⁽⁷⁾	16,008	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		144	D	$1,219.2661⁽⁸⁾	15,864	I	By Schmidt Ocean Institute
Class A Common Stock	02/24/2014		S		1,358	D	$1,205.2738⁽⁹⁾	182,070	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		849	D	$1,206.5267⁽¹⁰⁾	181,221	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		339	D	$1,207.3933⁽¹¹⁾	180,882	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		283	D	$1,208.552⁽¹²⁾	180,599	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		578	D	$1,209.6973⁽¹³⁾	180,021	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		255	D	$1,210.8156⁽¹⁴⁾	179,766	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		57	D	$1,211.9⁽¹⁵⁾	179,709	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		702	D	$1,212.5801⁽¹⁾	179,007	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		2,184	D	$1,213.6473⁽²⁾	176,823	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		4,022	D	$1,214.4628⁽³⁾	172,801	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		3,055	D	$1,215.4943⁽⁴⁾	169,746	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		3,457	D	$1,216.5206⁽⁵⁾	166,289	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		3,612	D	$1,217.5599⁽⁶⁾	162,677	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		4,027	D	$1,218.4864⁽⁷⁾	158,650	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock	02/24/2014		S		1,426	D	$1,219.2661⁽⁸⁾	157,224	I	By Schmidt Science and Philanthropic Foundation
Class A Common Stock								39,945	D
Class A Common Stock								41,352	I	By The Schmidt Family Foundation
Google Stock Unit⁽¹⁶⁾								22,730	D
Google Stock Unit								87,862	D
Google Stock Unit⁽¹⁷⁾								2,067	D
Google Stock Unit⁽¹⁸⁾								1,194	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0							⁽¹⁹⁾	⁽²⁰⁾	Class A Common Stock	1,194,309		1,194,309	D
Class B Common Stock	$0							⁽¹⁹⁾	⁽²⁰⁾	Class A Common Stock	152,982		152,982	I	By Limited Partnership I
Class B Common Stock	$0							⁽¹⁹⁾	⁽²⁰⁾	Class A Common Stock	704,186		704,186	I	By Limited Partnership II
Class B Common Stock	$0							⁽¹⁹⁾	⁽²⁰⁾	Class A Common Stock	2,531,750		2,531,750	I	By Trust
Option To Purchase Class A Common Stock	$612							⁽²¹⁾	02/02/2021	Class A Common Stock	181,840		181,840	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,212.01 to $1,213.00, 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 (1) through (15) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,213.01 to $1,214.00, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,214.01 to $1,215.00, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,215.01 to $1,216.00, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,216.01 to $1,217.00, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,217.01 to $1,218.00, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,218.01 to $1,219.00, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,219.01 to $1,220.00, inclusive.

9. 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 (16) to this Form 4.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,206.01 to $1,207.00, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,207.01 to $1,208.00, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,208.01 to $1,209.00, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,209.01 to $1,210.00, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,210.01 to $1,211.00, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,211.01 to $1,212.00, inclusive.

16. 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.

17. The GSUs vest as follows: 5/8 of the 8,266 shares vest on September 25, 2013 and 1/16th of the remaining GSUs will vest on November 2, 2013 and each quarter thereafter, subject to continued employment on the applicable vesting dates.

18. The GSUs vest as follows: 31/48 of the 4,773 shares vest on September 25, 2013 and 1/48th of the remaining GSUs will vest on October 2, 2013 and each month thereafter until the GSUs are fully vested, subject to continued employment with Google on the applicable vesting dates.

19. All shares are exercisable as of the transaction date.

20. There is no expiration date for the Issuer's Class B Common Stock.

21. 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 four Form 4s filed on February 26, 2014 for transactions effected by the Reporting Person on February 24, 2014. 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	02/26/2014
	** Signature of Reporting Person	Date
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