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^*

Rosenberg Jonathan J

(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)
	SVP Prod. Mgmt.

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2010

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	02/03/2010		C		215	A	$0	2,237	D
Class A Common Stock	02/03/2010		G	V	215	D	$0	2,022	D
Class A Common Stock	02/03/2010		G	V	215	A	$0	24,852	I	By Trust
Class A Common Stock	02/03/2010		S		50	D	$540.46	24,802	I	By Trust
Class A Common Stock	02/03/2010		S		25	D	$541.35	24,777	I	By Trust
Class A Common Stock	02/03/2010		S		15	D	$529.12	24,762	I	By Trust
Class A Common Stock	02/03/2010		S		25	D	$536.7	24,737	I	By Trust
Class A Common Stock	02/03/2010		S		50	D	$538.03	24,687	I	By Trust
Class A Common Stock	02/03/2010		S		25	D	$538.59	24,662	I	By Trust
Class A Common Stock	02/03/2010		S		25	D	$540.52	24,637	I	By Trust
Class A Common Stock								2,193	I	By GRAT
Class A Common Stock								2,333	I	By GRAT 2
Class A Common Stock								270	I	By Trust 2
Class A Common Stock								270	I	By Trust 3
Class A Common Stock								0	I	By Trust 5
Google Stock Unit⁽¹⁾								6,250	D
Google Stock Unit⁽¹⁾								17,069	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)
Option To Purchase Class B Common Stock	$5	02/03/2010		M			215	⁽²⁾	07/18/2013	Class B Common Stock	215	$0	18,326	D
Class B Common Stock	$0	02/03/2010		M		215		⁽³⁾	⁽⁴⁾	Class A Common Stock	215	$0	215	D
Class B Common Stock	$0	02/03/2010		C			215	⁽³⁾	⁽⁴⁾	Class A Common Stock	215	$0	0	D
Option To Purchase Class A Common Stock	$308.57							⁽⁵⁾	03/01/2017	Class A Common Stock	40,000		40,000	D
Option To Purchase Class A Common Stock	$318.92							⁽⁶⁾	03/04/2019	Class A Common Stock	34,138		34,138	D

Explanation of Responses:

1. 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.

2. Shares subject to this option will begin vesting on February 26, 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.

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

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

5. The option vests and becomes exercisable as described in the Form 4 filed by the Reporting Person on May 11, 2009.

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

Remarks:

***All of the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.***

	/s/ Jonathan Frankel, attorney-in-fact for Jonathan J. Rosenberg	02/05/2010
	** 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).
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