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^*

REYES GEORGE

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2008

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⁽¹⁾	09/08/2008		C		158	A	$0	3,208	D
Class A Common Stock⁽¹⁾	09/08/2008		G	V	158	D	$0	3,050	D
Class A Common Stock	09/08/2008		G	V	158	A	$0	158	I	By Trust I
Class A Common Stock	09/08/2008		S		16	D	$417.8428	142	I	By Trust I
Class A Common Stock	09/08/2008		S		16	D	$422.2674	126	I	By Trust I
Class A Common Stock	09/08/2008		S		15	D	$424.5762	111	I	By Trust I
Class A Common Stock	09/08/2008		S		16	D	$426.0518	95	I	By Trust I
Class A Common Stock	09/08/2008		S		16	D	$427.8548	79	I	By Trust I
Class A Common Stock	09/08/2008		S		16	D	$430	63	I	By Trust I
Class A Common Stock	09/08/2008		S		16	D	$438.7606	47	I	By Trust I
Class A Common Stock	09/08/2008		S		15	D	$443.6792	32	I	By Trust I
Class A Common Stock	09/08/2008		S		16	D	$443.7704	16	I	By Trust I
Class A Common Stock	09/08/2008		S		16	D	$452.02	0	I	By Trust I
Class A Common Stock								1,182	I	By Trust III
Class A Common Stock								4,319	I	By Trust II
Google Stock Unit⁽²⁾								9,375	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	09/08/2008		M		158		⁽³⁾	⁽⁴⁾	Class A Common Stock	158	$0	158	D
Option To Purchase Class B Common Stock	$5	09/08/2008		M			158	⁽⁵⁾	07/18/2013	Class B Common Stock	158	$0	35,435	D
Class B Common Stock	$0	09/08/2008		C			158	⁽³⁾	⁽⁴⁾	Class A Common Stock	158	$0	0	D
Option To Purchase Class A Common Stock	$448.23							⁽⁶⁾	03/01/2017	Class A Common Stock	30,000		30,000	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 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 on the one-year grant date anniversary and 1/16th each quarter thereafter until the units are fully vested, subject to continued employment with Google on the applicable vesting dates.

3. There is no exercisable date for the Issuer's Class B Common Stock.

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

5. Shares subject to this option will begin vesting on August 6, 2006 and will vest as follows: (i) 15 percent on the one year anniversary of the vesting commencement date, (ii) 17.5 percent in the second year of vesting, (iii) 20 percent in the third year of vesting, (iv) 22.5 percent in the fourth year of vesting, and (v) 25 percent in the fifth year of vesting; provided that shares vesting in each of the years following the one year anniversary of the vesting commencement date will vest in the respective amounts described above ratably at the end of each month.

6. 1/4th of the Options shall vest on the one-year grant date anniversary and 1/48th each month thereafter until the options are fully vested, subject to continued employment with Google on the applicable vesting dates.

Remarks:

Shares sold in transaction were converted from the exercise of previously held options granted in July 2003, in conjunction with Executive's 10b5-1 Trading Plan.

	/s/ Rumit Kanakia, attorney-in-fact for George Reyes	09/08/2008
	** Signature of Reporting Person	Date
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