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)
08/28/2012

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⁾	08/28/2012		C		37,500	A	$0	37,500	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		1,875	D	$665	35,625	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		225	D	$665.71⁽²⁾	35,400	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		600	D	$666.8613⁽³⁾	34,800	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		1,538	D	$667.6342⁽⁴⁾	33,262	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		819	D	$668.4026⁽⁵⁾	32,443	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		150	D	$669.515⁽⁶⁾	32,293	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		525	D	$670.5457⁽⁷⁾	31,768	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		894	D	$671.6279⁽⁸⁾	30,874	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		1,587	D	$672.4204⁽⁹⁾	29,287	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		1,800	D	$673.586⁽¹⁰⁾	27,487	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		2,357	D	$674.5751⁽¹¹⁾	25,130	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		3,483	D	$675.4444⁽¹²⁾	21,647	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		12,608	D	$676.5804⁽¹³⁾	9,039	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		S		9,039	D	$677.2487⁽¹⁴⁾	0	I	By Trust
Class A Common Stock⁽¹⁾	08/28/2012		C		9,750	A	$0	9,750	I	By Limited Partnership II
Class A Common Stock⁽¹⁾	08/28/2012		S		488	D	$665	9,262	I	By Limited Partnership II
Class A Common Stock⁽¹⁾	08/28/2012		S		59	D	$665.71⁽²⁾	9,203	I	By Limited Partnership II
Class A Common Stock⁽¹⁾	08/28/2012		S		156	D	$666.8613⁽³⁾	9,047	I	By Limited Partnership II
Class A Common Stock⁽¹⁾	08/28/2012		S		400	D	$667.6342⁽⁴⁾	8,647	I	By Limited Partnership II
Class A Common Stock⁽¹⁾	08/28/2012		S		213	D	$668.4026⁽⁵⁾	8,434	I	By Limited Partnership II
Class A Common Stock⁽¹⁾	08/28/2012		S		39	D	$669.515⁽⁶⁾	8,395	I	By Limited Partnership II
Class A Common Stock⁽¹⁾	08/28/2012		S		137	D	$670.5457⁽⁷⁾	8,258	I	By Limited Partnership II
Class A Common Stock⁽¹⁾	08/28/2012		S		232	D	$671.6279⁽⁸⁾	8,026	I	By Limited Partnership II
Class A Common Stock⁽¹⁾	08/28/2012		S		413	D	$672.4204⁽⁹⁾	7,613	I	By Limited Partnership II
Class A Common Stock⁽¹⁾	08/28/2012		S		468	D	$673.586⁽¹⁰⁾	7,145	I	By Limited Partnership II
Class A Common Stock⁽¹⁾								18,350	D
Class A Common Stock⁽¹⁾								42,059	I	By Family Foundation
Google Stock Unit⁽¹⁵⁾								56,825	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	08/28/2012		C			37,500	⁽¹⁶⁾	⁽¹⁷⁾	Class A Common Stock	37,500	$0	5,263,898	I	By Trust
Class B Common Stock	$0	08/28/2012		C			9,750	⁽¹⁶⁾	⁽¹⁷⁾	Class A Common Stock	9,750	$0	1,463,344	I	By Limited Partnership II
Class B Common Stock	$0							⁽¹⁶⁾	⁽¹⁷⁾	Class A Common Stock	1,194,309		1,194,309	D
Class B Common Stock	$0							⁽¹⁶⁾	⁽¹⁷⁾	Class A Common Stock	253,252		253,252	I	By Limited Partnership I
Option To Purchase Class A Common Stock	$612							⁽¹⁸⁾	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 $665.01 to $666.00, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $666.01 to $667.00, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $667.01 to $668.00, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $668.01 to $669.00, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $669.01 to $670.00, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $670.01 to $671.00, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $671.01 to $672.00, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $672.01 to $673.00, inclusive

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $673.01 to $674.00, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $674.01 to $675.00, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $675.01 to $676.00, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $676.01 to $677.00, inclusive

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $677.01 to $678.00, inclusive.

15. 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.

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

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

18. 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 three Form 4s filed on August 28, 2012 for transactions effected by the Reporting Person on August 28, 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	08/28/2012
	** 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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